If you own an LLC or a Corporation in the United States, you almost certainly have a new federal filing obligation that did not exist five years ago. It is called the Beneficial Ownership Information (BOI) report, and it is required by the Corporate Transparency Act of 2021. The penalty for missing it can be $591 per day.
This guide is the plain-English version of who has to file, what information is collected, and how to stay on the right side of the rule.
What is a BOI report
The BOI report is a filing made with the Financial Crimes Enforcement Network (FinCEN), a bureau of the US Treasury. It identifies the human beings who ultimately own or control a US business entity. The goal is to make it harder to hide ownership behind shell companies.
The information you submit is not made public. It is held in a secure FinCEN database and shared only with law-enforcement agencies and certain regulated financial institutions when they have a legal basis to access it.
Who has to file
Almost every US LLC, Corporation, and similar entity formed by filing a document with a Secretary of State must file a BOI report. That includes:
- Single-member LLCs and multi-member LLCs
- S-Corps and C-Corps
- Limited Partnerships (LPs) and Limited Liability Partnerships (LLPs)
- Business trusts that are formed by state filing
- Foreign entities registered to do business in the US
23 exemption categories
There are 23 categories of businesses that are exempt. The most common exemptions cover large operating companies (more than 20 full-time US employees, more than $5 million in US gross receipts, and a physical US office), publicly traded companies, banks, broker-dealers, insurance companies, and tax-exempt nonprofits. If you are unsure whether you qualify for an exemption, ask a CPA or our compliance team.
What information is required
The BOI report asks for two categories of information.
About the entity
- Legal name and any DBA names
- Principal business address (a physical street address, not a PO Box)
- Jurisdiction of formation
- EIN (Taxpayer Identification Number)
About each beneficial owner
A "beneficial owner" is any individual who either (a) directly or indirectly owns 25% or more of the company, or (b) exercises substantial control over the company. The second test catches CEOs, presidents, CFOs, COOs, general counsels, and anyone with the power to make important decisions.
- Full legal name
- Date of birth
- Current residential address
- A unique ID number from a government-issued photo ID (passport, driver's license, or state ID), and a clear image of that ID
The residential address is what catches most founders by surprise. The BOI report is one of the few business filings that asks for a home address rather than a business one.
When you have to file
The deadline depends on when your company was formed.
- Formed before January 1, 2024: Initial BOI report must be filed by January 1, 2025 (this deadline has now passed for most companies in this group).
- Formed in 2024: Initial BOI report due within 90 days of formation.
- Formed in 2025 or later: Initial BOI report due within 30 days of formation.
Updates and corrections
You must file an updated BOI report within 30 days of any change to the information you originally reported. That includes a change of address for a beneficial owner, a new CEO, an ownership change, or a new passport ID. Corrections to an erroneous filing are also due within 30 days of when you become aware of the error.
What happens if you miss the deadline
The civil penalty is up to $591 per day that a willful violation continues, with a cap of $10,000. Willful failure to file can also be a federal crime with imprisonment of up to two years. The "willful" standard is meaningful: an honest mistake is not the same as deliberately ignoring the rule, but you do not want to find out where the line is by accident.
If you form your company with File.Business, we prepare your initial BOI report at no cost and submit it to FinCEN on your behalf. For ongoing updates, the Compliance Center watches for any change to the information we have on file and prompts you to update before the 30-day deadline.
Common questions
Do I have to file every year?
No. The BOI report is not annual. You file an initial report once, and then file an updated report only when the information changes.
What if I am the only owner and the only manager?
You are still required to file. You will be the only beneficial owner listed on the report, both as a 25% or more owner and as a person with substantial control.
What if I formed an LLC for a single rental property and have no employees?
You are required to file. Real estate holding LLCs are not exempt unless they qualify under one of the 23 categories.
What about a nonprofit?
Most tax-exempt 501(c) nonprofits are exempt from BOI reporting. If your nonprofit has not yet received its IRS exemption letter, you are technically required to file until it does.
Is my information public?
No. The BOI database is not public. Information is shared only with authorized law-enforcement and regulated financial institutions in specific circumstances.
How to file
You have two options.
File yourself
You can file directly on the FinCEN BOI E-Filing System at boiefiling.fincen.gov. You will need each beneficial owner's full name, date of birth, residential address, and a copy of a government-issued ID. The form takes roughly 20 minutes per entity once you have all the information.
Let us file for you
If you form your company with File.Business or you are on the Growth plan, your initial BOI report is included at no cost. We collect the required information once and submit it to FinCEN on your behalf. Updates are tracked automatically as you change information in your account, and we will prompt you to file the update within the 30-day window.
The takeaway
The BOI report is straightforward to complete once you have the information, and easy to forget once it is done. The most common failure modes we see are missing the initial deadline after forming a new entity, and not realizing an update is required when someone moves or a new officer joins. Setting up automated tracking is the single best protection against either failure mode.