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Whether you’re running a business from your US home or while living abroad, buckle up. There’s a new document in town you’ll need to fill out—the Beneficial Ownership Information Report (BOIR).
It sounds fancy, but think of this report as a way to introduce yourself and your business partners to the US government. Why the sudden meet-and-greet?
Let’s unpack this together.
What is the BOIR tax form?
The BOIR (Beneficial Ownership Information Report) actually isn’t a tax form. It’s a new reporting requirement introduced by the Corporate Transparency Act (CTA), passed by Congress in 2021.
Rather than the form’s purpose being taxes (though, you know, always file on time!), transparency is the goal here, making sure the US Treasury knows who’s really behind the wheel of US businesses, including LLCs (limited liability companies), even those with an international angle like yours.
The main purpose of the BOIR is to help combat financial crime:
- By identifying beneficial owners, the BOIR helps prevent criminals from hiding behind anonymous shell companies. This can make it harder to launder money or finance illegal activities.
- Increased transparency around business ownership can help authorities identify potential threats and ensure that US businesses aren’t unknowingly supporting hostile actors.
- Knowing who controls a business can empower consumers to make informed decisions and avoid companies with suspicious ownership structures.
When to file a BOIR
The deadlines for filing a BOIR depend on when your business was formed:
Existing businesses (Formed before January 1, 2024): These businesses have a grace period and are required to file their initial BOIR by January 1, 2025.
New businesses (Formed on or after January 1, 2024): For companies formed after the start of 2024, the filing window tightens. These businesses need to submit their BOIR within 90 days of receiving notice that their business is officially registered or formed. This notice can come from your state’s Secretary of State office or through a public announcement.
After January 1, 2025, any newly registered business will need to file the BOIR within 30 calendar days from the date on which the company is created.
However, there are a few exceptions to BOIR filing:
- Publicly traded companies: Companies already registered with the Securities and Exchange Commission (SEC) are exempt from filing a BOIR because ownership information is already publicly available.
- Certain exempt businesses: Some specific business types, like banks, credit unions, and registered investment companies, are also exempt from filing.
On the FinCEN (Financial Crimes Enforcement Network) website, you’ll find the full list of 23 exempt entities. Still, it’s important to consult with a legal or financial professional to determine if your specific business situation qualifies for an exemption.
Note:
You only have to submit the BOIR once unless there are changes to the ownership structure of your business.
What information needs to be reported on a BOIR?
The BOIR focuses on identifying the individuals who truly control a business—the beneficial owners—rather than just those listed on official documents.
Here’s what you need to know:
Definition of a beneficial owner
The CTA defines a beneficial owner as someone who meets one or both of these criteria:
The BOIR filing requirement for “company applicants” only applies to companies formed or registered on or after January 1, 2024:
- New domestic companies (Founded after 2024): US companies established on or after January 1, 2024, need to report information about the individuals who filed the paperwork to create the company.
- New foreign companies registering in the US (After 2024): Foreign companies that officially register to do business in the US for the first time after January 1, 2024, also need to report their company applicant details.
Definition of a company applicant
- The person who directly submits the official documents to create or register the company
- If there’s more than one person involved in the filing process, the individual with primary control or responsibility for it
Now, filing the BOIR is a fairly simple process. The only daunting part might be collecting the information, according to Bright!Tax COO, Allyson Lindsey: “I think the trickiest part might be gathering the information. If there’s multiple shareholders, you have to upload a copy of their passports, so you have to collect all of that and submit it.”
Information required for BOIR
Take a look at the following table to check what information you need to include in your BOIR:
| Category | Information required |
| Reporting company | – Legal name – Trade names (d/b/a or t/a) – Principal place of business address (current street address in the US or address from which business is conducted in the US for foreign companies) – Jurisdiction of formation or registration – Taxpayer Identification Number (TIN) or tax identification number issued by a foreign jurisdiction – Filing status (initial report, correction, or update) |
| Beneficial owner | – Name – Date of birth – Residential address – Identifying number from an acceptable identification document (e.g., passport or U.S. driver’s license) – Name of the issuing state or jurisdiction of identification document – Image of the identification document used |
| Company applicant | – Name – Date of birth – Residential address – Identifying number from an acceptable identification document (e.g., passport or U.S. driver’s license) – Name of the issuing state or jurisdiction of the identification document – Image of the identification document used |
By collecting this information, the BOIR aims to create a clear picture of who is truly behind the curtain in each business. This transparency can help deter illegal activities and protect national security.
Note:
For companies based outside the US (foreign reporting companies), the BOIR filing process is slightly different. Instead of your company's main headquarters address overseas, you'll need to provide the physical address of your US operations (if any). If your company has a tax identification number (TIN) issued by its home country, you'll need to include that information on the BOIR. Additionally, mention the issuing jurisdiction's name. If your foreign company has also obtained a US tax identification number (TIN), be sure to include that as well.
How to file your BOIR step by step
Here’s what the BOIR filing process looks like:
- You can access the BOIR form electronically through the FinCEN BOI E-Filing System. There are two filing methods:
- Online BOIR: This method lets you complete and submit the form directly through the FinCEN website. No need to download anything!
- File PDF BOIR: Prefer a paper trail? You can download the BOIR form as a PDF, fill it out offline, and then upload it to the FinCEN system for submission.
- Before you dive into the document, gather the necessary details for each beneficial owner you need to report. This includes their full name, date of birth, address, and other info we’ve mentioned above. You will also need to state if you’re submitting an initial report or correcting a previously submitted one.
- Once you’ve completed the form (online or in PDF), follow the instructions on the FinCEN website to submit your BOIR. As of now, there are no filing fees associated with submitting a BOIR.
Pro tip:
This is a simplified overview of the procedure. Always consider consulting the FinCEN website or a tax specialist for the latest guidance, especially if you’re filing this document from abroad.
Important Update: Preliminary Injunction on BOI Reporting Requirements
A recent legal development may impact the Beneficial Ownership Information (BOI) reporting requirements. Here’s what you need to know:
1. This is a preliminary injunction, not a final decision. While the injunction temporarily halts enforcement of the BOI reporting requirements, it is not a final ruling. The injunction could be lifted, and the case is likely to go through an appeals process. BOI reporting is not “dead” at this stage.
2. Prepare for potential changes. If the injunction is lifted and deadlines are not postponed, there could be a last-minute rush for businesses to comply. It’s important to stay informed and ready to act promptly.
3. Voluntary compliance is an option. Even during the injunction, businesses can still choose to file their BOI reports voluntarily. This can provide peace of mind by ensuring compliance regardless of the final outcome.
If you have questions about how this injunction might affect your reporting obligations, we’re here to help. Bright!Tax offers two paths forward:
• Wait and See: Monitor the situation and make decisions as more clarity emerges.
• File and Forget: Opt to file your BOI report now and avoid uncertainty later.
We’re happy to support you in either approach. Feel free to reach out to your Bright!Tax CPA to discuss your next steps. Together, we can navigate this evolving situation and ensure your compliance.
