If you own a US LLC or corporation, the Corporate Transparency Act may require you to file a Beneficial Ownership Information (BOI) report with FinCEN. Here is who is covered, when it is due, and what happens if you ignore it.
What a BOI report is
A BOI report tells FinCEN who actually owns or controls your company — the real people behind the entity. It is a one-time filing, updated only when your ownership or details change.
Who must file
Most entities created by filing with a Secretary of State are reporting companies: LLCs, corporations, and similar structures. There are 23 exemptions, the most common being the large operating company.
- 20+ full-time US employees, AND
- More than $5M in US-source revenue, AND
- A physical office in the US
You must meet all three parts to use that exemption. Banks, insurers, public companies and registered investment companies are also exempt.
Deadlines by formation date
- Formed before 2024: earlier deadline that has likely passed — file immediately.
- Formed during 2024: generally 90 days from formation.
- Formed on or after January 1, 2025: generally 30 days from formation.
Penalties for missing it
Willful failure to file can bring civil penalties that adjust for inflation each year, plus potential criminal penalties. This is not a filing to leave for later.
Not sure where you stand? Use the BOI Report Checker or have a CPA & EA team confirm and file it for you.
How to actually file your BOI report
BOI reports are filed electronically through FinCEN's BOI E-Filing system. There is no government filing fee, but the details must be exact.
You will need each beneficial owner's legal name, date of birth, residential address, and an image of an acceptable ID. Errors or omissions can be treated as a violation, so accuracy matters.
Many owners prefer to have a CPA or EA prepare and submit it to avoid mistakes and track future update deadlines.
When you must file an updated BOI report
A BOI report is not always one-and-done. If your ownership changes, you move, you change your name, or an owner gets a new ID, you generally must file an update within 30 days.
Dissolving the company, adding or removing an owner, or crossing into or out of an exemption can all trigger an update.
Building a simple reminder to review your BOI details annually keeps you from missing one.
What information the report actually requires
A BOI report is filed with FinCEN and identifies the people behind the company. For each beneficial owner — anyone owning 25% or more or exercising substantial control — you provide their full legal name, date of birth, residential address, and an image of an acceptable identifying document such as a passport or driver's license.
- Companies formed on or after January 1, 2024 also report their "company applicant".
- The filing is free and done online through FinCEN's BOI E-Filing system.
- It is confidential — BOI data is not public and is not a business-registry listing.
The large operating company exemption, in plain terms
The most misunderstood part of the rules is the exemption list. The "large operating company" exemption is the one small businesses most often hope applies — but it is strict and requires all three conditions at once: more than 20 full-time US employees, more than $5 million in US-source gross receipts on the prior return, and a physical operating presence in the US.
Most single-member LLCs, holding companies, and small startups do not meet this bar, which means they are reporting companies and must file.
Penalties and how to stay compliant
Willful failure to file or update a BOI report can carry civil penalties that adjust for inflation, plus potential criminal exposure in serious cases. The practical defense is simple: file on time, and put a reminder in place to update within 30 days whenever ownership or details change.
You can read FinCEN's official guidance on the Beneficial Ownership Information page, and confirm your own status with our BOI filing checker.
How BOI fits with your other filings
BOI is separate from your tax return and from your state annual report — filing one does not satisfy the others. If you are forming a new entity, build BOI into your setup checklist alongside your EIN and operating agreement. See our guides on LLC compliance after formation and the best state to form an LLC.
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Read the guide →Frequently asked questions
Who must file a BOI report?
Most LLCs, corporations, and similar entities created by a US state filing are reporting companies and must file, unless they qualify for one of 23 exemptions such as the large operating company exemption.
What is the deadline to file?
Entities formed before 2024 and during 2024 had earlier deadlines; companies formed on or after January 1, 2025 generally have 30 days from formation.
Is there a fee to file a BOI report?
No, FinCEN does not charge a filing fee. Costs only arise if you hire someone to prepare and submit it for you.
What happens if I don't file?
Willful failure can bring civil penalties that adjust for inflation each year, plus potential criminal penalties, so it should not be ignored.