What is the BOI reporting?

The beneficial ownership information (BOI) report is a mandatory document established by FinCEN (U.S. Treasury's Financial Crimes Enforcement Network) as of January 2024. Its purpose is to identify the persons who own or benefit from a company, either directly or indirectly. This report must be filed once, unless the initial information needs to be updated.

It contains details about each beneficial owner, such as name, date of birth, address, nationality, and a unique identifier from the accepted identification document. 

The BOI is not limited to the legal owners, but includes those who control or benefit from the company, thus helping to prevent financial crime. In addition, any person who, although not an internal part of the company, is mentioned in related legal documents should also be included in the BOI reporting. 

This ensures a complete view of the ownership structure and those who have influence or benefit from the entity, thus strengthening efforts to maintain transparency and prevent potential financial irregularities.

Why should companies report beneficial ownership information to FINCEN?

Companies are required to report beneficial ownership information to the U.S. Treasury Department as a result of the Corporate Transparency Act, passed in a bipartisan manner in 2021 by Congress. 

This legislation introduces a new reporting requirement aimed at strengthening the U.S. government's efforts to make it more difficult for malicious individuals to hide or profit from illicit gains through the use of shell companies or other structures.

The implementation of BOI reporting as a mandatory requirement seeks to address loopholes that could be exploited by those seeking to evade detection and scrutiny, thereby contributing to the fight against corruption and financial crime. By requiring companies to disclose detailed beneficial ownership information, the government seeks to increase transparency in corporate ownership, deter illicit activities, and enhance the ability of authorities to track and prevent the misuse of corporate structures for illicit purposes.

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Who are the ultimate beneficiaries of a company?

A beneficial owner of a reporting company is a person who, either directly or indirectly, meets at least one of the following criteria:

1. Exercises Substantial control:

• The person exercises substantial control over the reporting company, which may be manifested in the following ways:

• The person holds an executive position, such as president, chief financial officer, general counsel, chief executive officer, chief operating officer or other similar position.
• The person has the authority to appoint or remove certain officers or controlling directors of the reporting company. 
• The person makes important decisions for the reporting company. Significant decisions cover aspects related to the business, finances and structure of the reporting company. A person who directs, determines or has significant influence over these decisions is considered to have significant control over the reporting enterprise.
• The person owns or controls at least 25% of the equity interest in the company.

2. Beneficiary Interest:

• A beneficial interest generally refers to an agreement that establishes the rights of the beneficiaries in the reporting company. This may include equity shares, voting rights or other mechanisms used to define the interest.

Which companies are required to file the BOI reporting?

Companies that are required to file the Beneficial Ownership Information Report (BOI) with FinCEN are known as reporting companies. They are divided into two categories:

• Domestic Reporting Companies:

They include corporations, limited liability companies and other entities created by filing a document with a secretary of state or similar official in the United States.

• Foreign Reporting Companies:

They include entities, such as corporations and limited liability companies, formed under the laws of a foreign country, that have been registered to do business in the United States by filing a document with a secretary of state or similar official.

Which companies are exempt from BOI reporting? 

It is crucial to note that there are 23 types of entities that are exempt from the reporting requirements. It is recommended that these criteria be carefully reviewed before determining that a company is exempt. This will ensure proper compliance with the regulations and guarantee that companies, both domestic and foreign, comply with their BOI filing obligations with FinCEN. Contact us now to receive a free consultation with one of our expert professionals and identify if your company meets the exemption criteria.

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When is the BOI reporting due?

Reporting companies should pay attention to the following deadlines for the filing of the Beneficial Ownership Information Report (BOI), according to their date of creation or registration:

Companies created or registered before January 1, 2024:

They will have until January 1, 2025 to submit their initial beneficial ownership information report.

Companies created or registered on or after January 1, 2024:

For reporting companies created or registered on or after January 1, 2024, the deadline for filing the Beneficial Ownership Information Report (BOI) is as follows:

During 2024:

• Companies incorporated on or after January 1, 2024 have 90 days from the date of incorporation to file their report.
• This 90-day limit begins when the company receives a specific notice that its creation or registration has become effective or after the secretary of state or similar office issues a public notice of the creation or registration, whichever occurs first.

As of 2025:

• The deadline for filing the report is reduced to 30 days.
• As in the previous year, the 30-day limit begins when the company receives a specific notice that its creation or registration has become effective or after the secretary of state or similar office issues a public notice of the creation or registration, whichever occurs first.

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It is important to note that this information is subject to changes that FinCEN may make, sign up for our newsletter to receive updates. 

What are the requirements to file the BOI reporting?

Information required for the Reporting Company:

• Full legal name.
• Trade name or DBA (only if applicable).
• Jurisdiction of incorporation (state, tribal or foreign).
• EIN (Employer Identification Number).

Information required for the beneficial owner and applicant of the company:

• Full legal name.
• Date of birth.
• Current residence address (zip code required).
• Scan of one of the following documents: passport, driver's license, identity card (for Americans).
• Passport scanning (for foreigners).
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How to file the BOI Reporting?

At Prodezk, we have streamlined the beneficial ownership information (BOI) filing process to make it agile and hassle-free. We have a dedicated team that will guide you through each step, ensuring an accurate and timely filing. To get started, contact us and complete your regulatory obligations in the simplest way possible - Make it Easy, Make it Pro!

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