Who Needs to File a BOI Report?

The Beneficial Ownership Information (BOI) Report is a key requirement under the Corporate Transparency Act (CTA). The report is designed to increase transparency in business ownership by identifying the individuals who own or control companies.

Here’s a breakdown of who must file:

1. Corporations, LLCs, and Similar Entities

All corporations, limited liability companies (LLCs), and other similar entities that are created or registered in the United States are required to file a BOI Report. This includes any business registered before January 1st, 2024, which must submit its report by January 1st, 2025.

Entities registered on or after January 1st, 2024, must file within 30 days of registration.

2. Beneficial Owners

A beneficial owner is any individual who meets one or both of the following criteria:

• Ownership: Directly or indirectly owns 25% or more of the company.

• Control: Exercises substantial control over the company’s operations, decisions, or management.

The report must include personal information about each beneficial owner, including their full legal name, date of birth, residential address, and a unique identifying number from a government-issued ID (such as a passport or driver’s license).

3. Exempt Entities

Some businesses are exempt from filing a BOI Report. These exemptions include:

• Publicly traded companies registered with the Securities and Exchange Commission (SEC).

• Large operating companies with:

• More than 20 full-time employees in the U.S.

• An operating presence in the U.S.

• Over $5 million in annual revenue.

Other exemptions include government entities, banks, and certain nonprofits.

Stay Compliant

If your business qualifies, it’s essential to file your BOI Report on time to avoid penalties. The filing deadline for most businesses registered before January 1st, 2024, is January 1st, 2025. For newly registered entities, the report is due within 30 days of formation.