How do you file a beneficial ownership information report with FinCEN?

BOI reports are filed electronically through FinCEN's BOI E-Filing portal at boiefiling.fincen.gov. There is no paper filing option and no fee. The report requires identifying information for the reporting company, each beneficial owner, and each company applicant, including names, dates of birth, addresses, and ID document images.

What is a FinCEN identifier and how do you get one?

A FinCEN identifier is a unique number issued by FinCEN that an individual or entity can use in place of providing full beneficial ownership information on each BOI report. Individuals request one by submitting their personal information directly to FinCEN, simplifying reporting for those who are beneficial owners of multiple entities.

BOI Reporting Is Live: Filing Your Beneficial Ownership Information Report | Lynch Law

On January 1, 2024, the Financial Crimes Enforcement Network's Beneficial Ownership Information reporting system went live, and reporting companies can now file their initial BOI reports electronically through FinCEN's BOI E-Filing portal. As we discussed last month, the Corporate Transparency Act requires virtually every LLC, corporation, and similar entity to file a report identifying its beneficial owners. This post walks through the practical mechanics of the filing process.

Accessing the Filing System

BOI reports are filed through FinCEN's dedicated electronic filing system at boiefiling.fincen.gov. There is no paper filing option and no fee to file. The system is accessible 24 hours a day, seven days a week. Filers do not need to create an account to file, although they can do so to save and retrieve copies of previously filed reports.^[1]

The filing process is straightforward for simple ownership structures. The filer enters the reporting company's information, identifies each beneficial owner, uploads identification documents, and submits the report. FinCEN issues a confirmation of receipt — not an approval — upon submission. The report is not made public; the information is stored in a secure, nonpublic database accessible only to authorized government agencies, financial institutions (with the reporting company's consent), and certain other specified requesters.

Information Required for the Reporting Company

The report requires the reporting company's full legal name (and any trade names or DBAs), its current U.S. street address (not a P.O. box), the state or tribal jurisdiction of formation, and its IRS taxpayer identification number (EIN or, for single-member LLCs that have not obtained an EIN, the owner's SSN). Foreign reporting companies must also provide their foreign tax identification number and jurisdiction of registration.^[2]

Identifying Beneficial Owners

Each beneficial owner must be identified with their full legal name, date of birth, current residential address (not a business address), and a unique identifying number from an acceptable identification document — a state driver's license, state-issued ID, U.S. passport, or foreign passport (if the individual does not have any of the preceding documents). An image of the identification document must be uploaded with the report.

A beneficial owner is any individual who either exercises substantial control over the reporting company or owns or controls at least 25% of its ownership interests. The substantial control test captures senior officers, individuals with authority to appoint or remove senior officers or board members, and anyone who otherwise directs or has substantial influence over important decisions. For a typical small LLC or corporation, the beneficial owners will include the equity holders and any senior officer who does not also hold an ownership interest.^[3]

The FinCEN Identifier

Individuals can apply for a FinCEN Identifier (FinCEN ID) — a unique identifying number issued by FinCEN that can be used in lieu of the individual's personal information on a BOI report. When a beneficial owner provides a FinCEN ID, the reporting company need only report the owner's name and FinCEN ID rather than the full suite of personal information.

The FinCEN ID is particularly useful for individuals who are beneficial owners of multiple entities, as it allows them to provide their personal information to FinCEN once rather than including it on every entity's report. It also provides a layer of privacy, since the reporting company need not collect and store the individual's date of birth, residential address, and identification document.^[4]

Reporting companies can also obtain their own FinCEN IDs, which can be used when the company is itself a beneficial owner of another reporting company.

Common Mistakes to Avoid

Several common errors are emerging in the early days of BOI filing. First, filers sometimes fail to identify all beneficial owners — particularly individuals who exercise substantial control but do not hold an equity interest. The CEO of a company who owns no shares is still a beneficial owner under the substantial control test. Second, filers sometimes use a business address rather than a residential address for the beneficial owner, which does not satisfy the requirement. Third, filers may overlook the company applicant requirement for entities formed on or after January 1, 2024. Fourth, the uploaded identification document must be legible and current — expired documents are not accepted.

Filers should also be aware that the information reported must be kept current. If any reported information changes — a beneficial owner moves, obtains a new driver's license, or a new person acquires 25% or more of the company — an updated report must be filed within 30 days. Similarly, if a filer discovers an inaccuracy in a previously filed report, a corrected report must be filed within 30 days of discovering the error.^[5]

Filing Deadlines

The deadlines bear repeating because they vary by formation date. Companies existing before January 1, 2024, must file by January 1, 2025. Companies created during 2024 must file within 90 days of receiving notice of creation or registration. Companies created on or after January 1, 2025, will have 30 days. There is no annual renewal or re-filing requirement — only updates when information changes.

While the January 1, 2025 deadline for existing companies may seem distant, businesses with complex ownership structures — holding companies, trusts that hold membership interests, multi-tier entities — should begin the compliance process now. Determining the beneficial owners of a complex structure requires careful analysis, and collecting the required documentation from all beneficial owners takes time. Business counsel can assist in analyzing the ownership structure and ensuring that the filing is complete and accurate.

References

^[1] The BOI E-Filing system is accessible at https://boiefiling.fincen.gov. FinCEN has published a Small Entity Compliance Guide to assist filers.
^[2] 31 C.F.R. § 1010.380(b)(1)(i). The reporting company must provide its legal name as it appears on its formation document.
^[3] 31 C.F.R. § 1010.380(d). The substantial control test is intentionally broad and captures any individual who has substantial influence over important decisions, even if that influence is exercised informally.
^[4] 31 C.F.R. § 1010.380(b)(4). The FinCEN ID application is available through the BOI E-Filing system. The individual must still keep the underlying information current with FinCEN.
^[5] 31 C.F.R. § 1010.380(a)(2)-(3). The 30-day update and correction deadlines run from the date of the triggering event or the date the inaccuracy is discovered, respectively.