Beneficial Ownership Information (BOI)

What is Beneficial Ownership Information (BOI)?

Beneficial Ownership Information (BOI) is the personal info that some businesses must send to the Financial Crimes Enforcement Network (FinCEN), part of the U.S. Treasury. It’s all about figuring out who really owns or runs a company—called “beneficial owners.” If they have a FinCEN ID, that’s enough; if not, companies need to share the owner’s full name, birth date, home address, and a unique ID number (like from a driver’s license or passport) with a picture of the ID.

This rule comes from the Corporate Transparency Act (CTA) of 2021, aimed at stopping things like money laundering and terrorism financing by revealing who’s really in charge. However, as of March 21, 2025, the rules have changed significantly: U.S.-based companies and their owners are now exempt, leaving only foreign entities operating in the U.S. on the hook to report.

The Purpose of BOI

The goal of BOI was originally to pull back the veil on corporate ownership, giving law enforcement, national security agencies, and financial institutions a clearer view to spot individuals using businesses as fronts for illegal activities. Enacted through the CTA, it sought to build a FinCEN database that tracked who truly controls certain companies, curbing financial crimes in the process. Up until early 2025, this applied to both American and foreign companies registered here. But with the interim final rule on March 21, 2025, the focus has narrowed—only foreign companies registering to do business in the U.S. need to comply. This shift shows the Treasury’s intent to lighten the load on domestic businesses while maintaining scrutiny on foreign entities that could present risks.

How Does Beneficial Ownership Information Reporting Work?

Reporting BOI used to be a broader obligation, but now it’s a streamlined process aimed solely at foreign companies. Here’s what it looks like as of March 24, 2025:

• Who Must Report: Only “reporting companies” formed under foreign laws and registered to operate in a U.S. state or Tribal jurisdiction—think filing with a secretary of state—need to submit BOI. U.S.-formed companies got a pass with the March 21, 2025 exemption.
• What to Report: For each beneficial owner, you provide four essentials: full legal name, date of birth, residential address, and a unique ID number (plus the issuing authority) from something like a passport or driver’s license, along with a copy of that ID. The company also submits its own basics, like its name and address. U.S. individuals owning foreign entities no longer need to be reported.
• How to File: It’s all done online through FinCEN’s Beneficial Ownership Secure System (BOSS) at boiefiling.fincen.gov. It’s free, secure, and paper forms aren’t an option.
• When to File: Foreign companies registered before March 21, 2025, have until April 20, 2025—30 days from the interim rule’s effective date. New foreign registrations after that get 30 days from their registration date (either when it’s official or publicly noticed, whichever comes first). Changes or corrections? Report them within 30 days.

There’s no annual filing requirement—just a one-time submission unless something shifts. Those earlier deadlines, like January 1, 2025, for pre-2024 U.S. companies, are history thanks to the domestic exemption.

Key Details for Beneficial Ownership Information

• Beneficial Owner: This is anyone who owns 25% or more of the company, directly or indirectly, or exercises “substantial control”—like senior executives or key decision-makers. For foreign reporting companies, this definition holds, but U.S. owners are excluded from the list.
• Reporting Company: Now limited to foreign entities, such as corporations or LLCs, formed overseas and registered to do business in the U.S. Domestic companies formed here are no longer required to report.
• Exemptions: The CTA outlines 23 types of entities—like banks, publicly traded firms, or nonprofits—that don’t have to file, and these still apply to foreign companies if they fit the criteria.
• Access: BOI isn’t public—it’s tightly guarded. Only authorized users, such as federal agencies, state or local officials, or banks (with your permission), can access it, and only for purposes like law enforcement or anti-money-laundering efforts.

Updates for 2025

As of March 24, 2025, BOI reporting has undergone a major overhaul. The interim final rule on March 21 eliminated the need for U.S.-formed companies and U.S. individuals to report, redefining “reporting company” to cover only foreign entities. The Treasury made this call to reduce paperwork for American businesses while still targeting foreign outfits that might hide illegal activity. For foreign companies registered before March 21, the filing deadline is now April 20, 2025. FinCEN’s also paused penalties for U.S. companies (noted March 2, 2025) and is seeking public input for possible future adjustments later this year.