BOI report filing — the complete guide

What is a BOI report?

The Beneficial Ownership Information report is a one-time (then update-as-needed) filing with the US Treasury's Financial Crimes Enforcement Network (FinCEN). It identifies the real people who own or control a US company. Congress created it through the Corporate Transparency Act (CTA) of 2021 to make it harder to hide assets in anonymous shell companies.

The information is not made public. Only federal/state law enforcement, certain regulators, and financial institutions (with the company's consent) can access it.

Determine if you need to file a beneficial ownership report

Ask one question: Was the entity formed under US state law? If yes — Wyoming LLC, Delaware corporation, New Mexico LLC, etc. — you do not file in 2026. If the entity was formed abroad and later registered to do business in a US state (foreign qualification), it does file as a foreign reporting company. When in doubt, check FinCEN BOI FAQs before submitting anything.

Who must file (2026)

After the March 21, 2025 interim final rule, only one category of reporting company remains:

• Foreign reporting companies — entities formed under the laws of a foreign country that have registered to do business in any US state or tribal jurisdiction.

Domestic reporting companies are exempt. Any corporation, LLC, LP, or similar entity created by filing in a US state (Wyoming, Delaware, New Mexico, Florida, Texas, California, etc.) is no longer a "reporting company" under the CTA. There is nothing to file and no exemption to claim — you are simply outside the rule.

In addition, US persons who are beneficial owners of a foreign reporting company are exempt from being reported, and foreign reporting companies do not report any US-person beneficial owners.

Who is a beneficial owner?

Any individual who meets either of these tests:

1. 25% ownership — owns or controls 25% or more of the company's ownership interests, directly or indirectly (through trusts, holding companies, options, etc.).
2. Substantial control — senior officers (CEO, CFO, COO, General Counsel, President), anyone with authority to appoint or remove senior officers or a majority of the board, or anyone who directs/determines important company decisions.

A single-member LLC's owner almost always qualifies under both. A multi-member LLC may have several beneficial owners.

Deadlines (foreign reporting companies only)

• Registered to do business in the US before March 26, 2025: initial report was due by April 25, 2025.
• Registered on or after March 26, 2025: 30 days from the effective date of registration.
• Any change to reported information (address, beneficial owner, name): 30 days to file an updated report.

Domestic entities have no deadlines because they have no obligation to file.

What information you'll need (foreign filers)

For the reporting company:

• Full legal name and any trade names / DBAs
• Current US street address (principal place of business)
• Jurisdiction of formation (foreign country) and first US state of registration
• EIN (or SSN/ITIN for the rare entity without an EIN)

For each non-US-person beneficial owner:

• Full legal name
• Date of birth
• Current residential address (business address not accepted)
• Unique ID number from a non-expired foreign passport or foreign government ID
• An uploaded image of that ID document

US-person beneficial owners are not reported.

How to Report Beneficial Ownership Information

1. Go to boiefiling.fincen.gov — FinCEN's official BOI E-Filing System. Filing is free.
2. Choose "File BOIR online" (browser) or download the PDF form.
3. Enter the reporting company information.
4. Add each beneficial owner and upload their ID image.
5. Review, certify, and submit. Save the confirmation number — there's no paper receipt.

Many third-party services (including us, for ClearFormation formation clients) can prepare and submit your BOI for you — useful if you have multiple owners, complex ownership, or non-US beneficial owners. The filing itself is still free; you're paying for accuracy and time.

Keep your beneficial ownership report information updated

Foreign reporting companies must file an updated BOI report within 30 days of any change to reported information — new beneficial owner, address change, name change, or change in company applicants. There is no annual re-certification requirement; updates are event-driven. Domestic US LLCs and corporations have no BOI update obligation because they are exempt from filing.

Penalties

• Civil penalties up to $606/day (2026 inflation-adjusted) for ongoing willful non-compliance — applies only to foreign reporting companies.
• Criminal penalties up to $10,000 in fines and 2 years in prison for willful violations or willful provision of false information.
• Domestic US LLCs and corporations have no filing obligation, so no penalty exposure.

Common BOI mistakes (foreign filers)

• Using a business or RA address as the residential field

  Beneficial owners must list their actual home address. A registered agent or office address is an automatic correction notice.

• Forgetting company applicants

  Entities formed on/after January 1, 2024 must report up to two company applicants — the person who filed and (if different) the one who directed the filing.

• Missing 30-day updates

  Moving, renaming the company, or replacing an expired passport all start a fresh 30-day clock for an updated BOIR.

• Assuming an exemption applies

  The large operating company test is 20+ US employees AND $5M+ US revenue AND a physical US office — all three, not any one.

• Stopping at 25% ownership

  Substantial control is a separate test. A non-owner officer with hire/fire authority is still a beneficial owner.

Sources

• FinCEN — Beneficial Ownership Information
• FinCEN — BOI FAQs
• Federal Register — Interim Final Rule (March 21, 2025)
• FinCEN — BOI E-Filing System