The FinCEN BOIR is a new company filing requirement beginning on January 1, 2024. Under the Corporate Transparency Act (CTA), a reporting company (domestic and foreign) must provide FinCEN information about the company’s beneficial owners and company applicants. The BOIR does not require the company to submit any financial information.

What is a Reporting Company
  • Domestic Reporting Entities. Any corporation, limited liability company (LLC), or other entity created by filing a document with the secretary of state or similar office.
  • Foreign Reporting Company. Any non-U.S. entity registered to do business within the U.S. by filing a document with the relevant secretary of state or similar office.
Who is a Beneficial Owner

The beneficial owner includes any individual who exercises substantial control over the reporting company, or an individual who owns or controls at least 25% of the ownership interests in the reporting company. Each reporting company must report at least one beneficial owner.

Who is a Company Applicant

The company applicant is the individual who directly files the organizational documents with the state. If more than one person is involved in the filing process, the individual primarily responsible should be listed. A maximum of two applicants are submitted with the filing.

Filing Deadlines

For an entity formed during 2024, the company must file its BOIR within 90 calendar days after receiving notice the entity was established. For entities formed in 2025 and later years, the deadline to file is within 30 days of receiving such notice.

For an entity that was already in existence before January 1, 2024, the reporting company has until December 31, 2024 to submit its initial BOIR. The BOIR is not an annual filing. Once the initial report is submitted, a company only needs to file updated reports if there was a change in any of the information submitted.

Example BOIR Report Filing

John Doe and Jane Smith want to form a Delaware LLC, in which they will each own 50% of the LLC membership units. John hires a lawyer, Adam Jones, to file the Certificate of Formation with Delaware on March 1, 2024. Adam received notice on March 4, 2024, that the entity is open and in good standing under Delaware law. The company must file its initial BOIR within 90 days of March 4, 2024.   

John Doe and Jane Smith appointed Bob Davis as the company’s chief executive officer (CEO) on April 1, 2024.

The company prepared and filed its initial BOIR on April 20, 2024. The company reported the following information:

Company Information

  • Type of Filing: Initial Report Filed
  • Reporting Company Name
  • Reporting Company Tax Identification Number (TIN)
  • Jurisdiction of Formation: Delaware
  • Current Company Address

Company Applicants

  • Full legal name, date of birth, and address for Bob Davis
  • Photocopy of Bob’s drivers license

Company Beneficial Owners

  • Full legal name, date of birth, and current address for John Doe, Jane Smith, and Bob Davis
  • Photocopy of the drivers licenses for John, Jane and Bob

Note how even though Bob Davis does not own equity in the LLC, he must still be reported as a beneficial owner because he is the CEO and can exert substantial control over the reporting company.

BOIR Filing Tutorials

Please visit our channel for some sample BOIR filings with FinCEN

Additional Information

Company’s looking for more information on the CTA and BOIR filings can visit the FinCEN website.