Beneficial Ownership Information (BOI) Report: Overview & Due Date
The Beneficial Ownership Information (BOI) Report is a filing requirement introduced under anti-money laundering (AML) laws to increase transparency in corporate structures. It mandates companies to disclose details about individuals who ultimately own or control them.
Who Needs to File the BOI Report?
Entities subject to the BOI reporting requirement typically include:
- Corporations
- Limited liability companies (LLCs)
- Other entities registered with government authorities
- Some trusts and partnerships (depending on jurisdictional rules)
What is Beneficial Ownership?
A beneficial owner is an individual who:
- Directly or indirectly owns 25% or more of the entity’s shares, voting rights, or capital; OR
- Exercises significant control over the entity, even without direct ownership.
Information Required in the BOI Report
Entities must provide:
- Full name of each beneficial owner
- Date of birth
- Address (residential or business)
- Government-issued ID number (e.g., passport, tax ID)
- Details of ownership interest or control over the entity
BOI Report Due Date
- For existing entities: Due by December 31, 2024 (varies by jurisdiction).
- For new entities (formed in 2024 or later): Filing is required within 30 days of registration.
- Updates/Changes: Any changes in beneficial ownership must be reported within 30 days of the change.
With the February 18, 2025, decision by the U.S. District Court for the Eastern District of Texas in Smith, et al. v. U.S. Department of the Treasury, et al., 6:24-cv-00336 (E.D. Tex.), beneficial ownership information (BOI) reporting requirements under the Corporate Transparency Act (CTA) are once again back in effect. However, because the Department of the Treasury recognizes that reporting companies may need additional time to comply with their BOI reporting obligations, FinCEN is generally extending the deadline 30 calendar days from February 19, 2025, for most companies.
