BOI Report (Beneficial Ownership Information)
The Beneficial Ownership Information (BOI) Report is the disclosure of beneficial owners required by the Corporate Transparency Act of 2021, filed with FinCEN (the U.S. Treasury's Financial Crimes Enforcement Network), in force since 1 January 2024.
Definition
The Beneficial Ownership Information Report, or BOI Report, is a transparency filing required by the Corporate Transparency Act (CTA), section 6403 of the National Defense Authorization Act enacted on 1 January 2021. Enforcement began on 1 January 2024 under FinCEN. Every reporting company (LLC, corporation and other entities created by filing with a Secretary of State) must disclose its beneficial owners: any natural person who directly or indirectly owns at least 25 percent of the economic interests, or who exercises substantial control. The information disclosed includes full name, date of birth, residential address and a copy of an identity document.
In plain English
If you have formed an LLC or a C-Corp in the United States, you must file this report online on the FinCEN portal. Entities formed before 1 January 2024 had until 1 January 2025 to file. Entities formed in 2024 have 90 days from formation, and entities formed from 2025 onward have only 30 days. Any change in address, name or ownership requires an update within 30 days. Penalties are severe: 591 dollars per day late (an indexed amount) and up to 10,000 dollars in criminal fines plus two years in prison for willful false filings.
RWM transatlantic case study
For a French executive who owns a Delaware LLC, filing the BOI Report means submitting a copy of the passport and the personal French address to FinCEN. The obligation triggered significant legal pushback in the United States: the federal court for the Northern District of Alabama declared the CTA unconstitutional on 1 March 2024 in NSBU v. Yellen, and the case went through multiple reversals in 2024 and 2025 with partial injunctions. As of this writing, the BOI Report remains required for nearly every entity, subject to limited exemptions (publicly traded companies, banks, large operating companies with more than 20 full-time U.S. employees and more than 5 million dollars in reported U.S. revenue). We systematically check the exemption status before filing, and we maintain a BOI update register for our multi-entity clients.
Points to watch
- Civil penalty up to 591 dollars per day, criminal penalty up to 10,000 dollars and 2 years in prison.
- Update required within 30 days of any change in beneficial owner, address or name.
- The large operating company exemption requires 20 full-time U.S. employees and 5 million dollars of U.S. revenue.
- Non-U.S. beneficial owners must disclose their passport and personal address.
- Filing is free on the FinCEN portal: beware of paid third-party services of dubious quality.