FinCEN Beneficial Ownership Reporting
Corporate Transparency Act requirements for foreign investors
Jan 1, 2024
CTA effective date
$500/Day
Civil penalty
30 Days
Update deadline
Free Filing
No FinCEN fee
What is the Corporate Transparency Act?
The CTA requires most US companies to report beneficial ownership information to FinCEN. This is the most significant change to US corporate transparency requirements in decades.
Key Requirements
- Report all 25%+ owners
- Report those with substantial control
- Provide ID document images
- Update within 30 days of changes
Who Has Access
- Law enforcement agencies
- National security agencies
- Financial institutions (with consent)
- Not public information
BOI Report vs. Form 5472
Foreign-owned US LLCs now have two separate federal reporting requirements.
FinCEN BOI Report
- Agency: FinCEN (Treasury)
- Purpose: Anti-money laundering
- Frequency: One-time + updates
- Penalty: $500/day
IRS Form 5472
- Agency: IRS (Treasury)
- Purpose: Tax reporting
- Frequency: Annual
- Penalty: $25,000/year
Both requirements are mandatory. Filing one does not satisfy the other.
Reporting Companies
You must file a BOI report if your company is a "reporting company."
Domestic Companies
- Any corporation
- Any LLC
- Similar entities filed with state
Foreign Companies
- Registered to do business in US
- Filed with any US state
Large Operating Company Exemption
Exemption Requirements
- More than 20 full-time US employees
- More than $5 million in gross receipts (US-sourced)
- Physical office in the United States
If you fail any single test, you must file. Most foreign-owned LLCs do not qualify for this exemption.
Who Is a Beneficial Owner?
Ownership Test
- Owns 25% or more of company
- Direct or indirect ownership
- Through any means (stock, capital, profits)
Control Test
- Senior officers (CEO, CFO, etc.)
- Authority over major decisions
- Substantial control over company
Filing Deadlines
| Company Formation Date | Filing Deadline |
|---|---|
| Before January 1, 2024 | January 1, 2025 (if missed, file immediately) |
| January 1 - December 31, 2024 | 90 days from formation/registration |
| On or after January 1, 2025 | 30 days from formation/registration |
| Changes to ownership information | 30 days from the change |
Company Information
Required Details
- Full legal name and any trade names/DBAs
- Current street address (not P.O. box)
- State or jurisdiction of formation
- IRS Taxpayer Identification Number (EIN)
Beneficial Owner Information
Personal Details
- Full legal name
- Date of birth
- Current residential address
Identification
- ID number (passport, license, state ID)
- Image of the ID document
- Issuing jurisdiction
Acceptable Identification
If you do not have a US driver's license or state ID, you can use a foreign passport. FinCEN accepts foreign government-issued passports.
Acceptable Documents
- Foreign passport (most common)
- US driver's license
- US state-issued ID
- US passport
Address Requirements
Required
- Current residential street address
- Home address in your country
- Complete with postal code
Not Acceptable
- Business address
- P.O. box
- Registered agent address
Privacy Protection
Your beneficial ownership information is not public. It is maintained in a secure FinCEN database.
Who Can Access
- Law enforcement agencies
- National security and intelligence agencies
- Financial institutions (with your consent)
- Foreign governments (through formal requests)
Filing Steps
Step-by-Step Process
- Go to boiefiling.fincen.gov
- Create an account or file as a guest
- Complete the online form with company info
- Enter beneficial owner information
- Upload images of identification documents
- Submit and save your confirmation
What is a FinCEN Identifier?
If you are a beneficial owner of multiple US entities, you can apply for a FinCEN Identifier - a unique number that replaces your personal information on BOI reports.
Benefits
- Submit personal information only once
- Provide just the identifier to reporting companies
- Centralized updates when information changes
- Reduced exposure of personal information
Compliance Checklist
Determine Status
- Check if reporting company
- Review exemptions
- Identify all beneficial owners
Gather Information
- Owner names, DOBs, addresses
- ID documents (passport/license)
- Company EIN and formation info
File Report
- Submit on FinCEN website
- Upload ID document images
- Save confirmation
Maintain Compliance
- Track ownership changes
- File updates within 30 days
- Consider FinCEN Identifier