BOI reporting (FinCEN Beneficial Ownership)
The Corporate Transparency Act (CTA) requires most US LLCs and corporations to file a Beneficial Ownership Information (BOI) report with FinCEN, the Treasury Department's financial-crimes division.
What it is and why it exists
FinCEN wants to know who actually owns and controls every US business — to make it harder for criminals to hide assets behind shell companies. The BOI report identifies:
Beneficial owners: anyone who owns 25%+ of the business OR exercises "substantial control" (e.g., CEO, senior officers, board members)
Company applicants: the people who filed the formation paperwork (only for LLCs formed in 2024+)
Who has to file
Almost every US LLC, corporation, and similar entity. Exemptions exist for: - Publicly traded companies (already report to SEC) - Banks, insurance companies, and other regulated entities - Large operating companies (>$5M revenue + 20+ employees + physical US office) - Inactive entities (very specific criteria) - Subsidiaries of exempted entities
Most small businesses are NOT exempt. If you're not sure, assume you need to file.
When to file
LLCs formed before Jan 1, 2024
Initial BOI report due by January 1, 2026 (extended from the original 2025 deadline)
LLCs formed in 2024+
Initial report due within 90 days of formation
LLCs formed in 2025+
Initial report due within 30 days of formation
After the initial report
Update within 30 days of any change to beneficial ownership info — new member, address change, change of legal name, change in identifying ID document
What information you need
For each beneficial owner and company applicant:
Full legal name
Date of birth
Current residential or business address
A unique identifying number from one of:
US passport
US driver's license
State/local/Indian tribal ID
Foreign passport (only if no US ID)
Image upload of the identifying document
You can also obtain a FinCEN ID (a single number you can use across multiple BOI filings instead of repeating ID details). We recommend this for serial entrepreneurs.
Penalties for not filing
The CTA has serious teeth:
Civil penalty: up to $500/day for ongoing non-compliance (caps at ~$10,000 + inflation)
Criminal penalty: up to 2 years imprisonment + $10,000 fine for willful failure
Realistically, FinCEN is still scaling up enforcement and most penalties are reserved for clearly intentional non-compliance. But the rules ARE the rules and the safe path is to file on time.
How to file
Free DIY path
Create an account
Submit the BOI form for each LLC you own
Takes ~30-60 minutes per LLC the first time, faster on updates
FormationHub path
$99 flat fee
Available as a checkout add-on during LLC formation, or as a standalone service for existing LLCs
Typical turnaround: 1-2 business days
We handle the form, ID image uploads, and provide the filing receipt PDF
Common confusions
"Is BOI the same as annual report?"
No. BOI is a federal filing (FinCEN). Annual reports are state filings (Secretary of State). Different deadlines, different requirements.
"Do I file BOI every year?"
No — the initial BOI is a one-time filing. You only update when something changes (within 30 days of the change).
"What if I have multiple LLCs?"
Each LLC files its own BOI report. Same beneficial owner across multiple LLCs? Use a FinCEN ID to avoid re-uploading documents.
"What's a 'company applicant'? I formed it myself."
For LLCs formed in 2024+, you report the company applicant — the individual who actually submitted the formation paperwork. If you formed via FormationHub, that's our paralegal staff; we provide the info during BOI filing.
If you formed the LLC yourself (no service), the company applicant is you.
"I'm not the beneficial owner — my spouse is. What do I report?"
Whoever owns 25%+ OR has substantial control is a beneficial owner. Spouse who's the controlling member: yes. Silent spouse with no equity or control: no.
"Can I be anonymous on BOI?"
No. The BOI report goes to FinCEN, who keeps it confidential by default. But authorized federal agencies and law enforcement can access it. State law-enforcement and financial institutions (with your consent) can also access. The general public CANNOT.
So your beneficial-ownership info isn't on the Secretary of State's public site, but it IS in federal databases.
"What if I file but then my business is dissolved?"
The dissolution itself counts as a "change" requiring a BOI update within 30 days. The update marks the LLC as dissolved/inactive.
Recent regulatory news
March 2024: Federal court ruled the CTA unconstitutional. FinCEN appealed.
December 2024: Fifth Circuit suspended BOI enforcement pending litigation outcome.
2025-2026: status varies by month. Check https://www.fincen.gov/boi for the current state.
When the legal situation is in flux, our recommendation:
File anyway if you can — being compliant if/when enforcement resumes saves penalties.
Set a calendar reminder to revisit the requirement quarterly.
Subscribe to our compliance newsletter for status updates.
Next steps
Need to file? https://www.formationhub.com/
Already filed and have a change? Open a chat — we'll quote the update fee.
Confused about whether you have to file? Use our 5-question exemption checker: https://www.formationhub.com/