What is FinCEN BOI reporting?
The Corporate Transparency Act (CTA), passed in 2021 and effective January 1, 2024, requires most U.S. legal entities to disclose their beneficial owners to the Financial Crimes Enforcement Network (FinCEN). The goal is to make it harder to use shell companies to launder money, finance terrorism, or evade taxes. The disclosure is NOT public — only law enforcement, banks during onboarding, and certain regulators can access it.
For LLC owners, BOI reporting is a single online filing at fincen.gov/boi. There's no fee. You provide identifying information about the LLC (name, address, EIN), each beneficial owner (name, DOB, address, ID document), and each company applicant (the person who actually filed the formation paperwork — usually you or a formation service).
Who counts as a beneficial owner?
A beneficial owner is anyone who either (a) owns 25% or more of the LLC, OR (b) exercises substantial control over it. Both categories must be reported.
The 25% ownership test
Direct or indirect ownership counts. If you own 25%+ of the LLC directly, you're a beneficial owner. If you own 50% of a holding company that owns 50% of the LLC, you indirectly own 25% — you're a beneficial owner. Convertible securities, options, and equity instruments that could become 25% ownership are typically counted.
The substantial control test
Anyone who can make important decisions for the LLC counts, regardless of ownership percentage. This includes: senior officers (CEO, CFO, COO, GC, President, any officer with similar authority), anyone with authority to appoint or remove senior officers, anyone with substantial influence over major decisions (mergers, sale of major assets, etc.), and any other person who exercises substantial control.
Filing deadlines
- LLC formed BEFORE January 1, 2024 → Initial BOI report was due January 1, 2025 (this deadline has passed; file immediately if you missed it)
- LLC formed in 2024 → 90 days from formation
- LLC formed in or after 2025 → 30 days from formation
- Updated BOI report (after a change) → 30 days from the change
- Corrected BOI report (after discovering an inaccuracy) → 30 days from discovery
Updates are required when: an owner changes, an owner's name changes (marriage, legal name change), an owner's address changes, an owner's ID document expires and is renewed, the LLC's legal name changes, the LLC's DBA changes, or anything else previously reported is no longer accurate.
Information you need to file
About the LLC
- Full legal name (as on the Articles of Organization)
- Any DBA / trade names
- Principal business address (a P.O. Box is NOT allowed)
- Jurisdiction of formation (state)
- Federal EIN (or SSN if no EIN yet)
About each beneficial owner
- Full legal name
- Date of birth
- Current residential address (P.O. Boxes not allowed)
- Unique identifying number from a non-expired government ID (driver's license, passport, or state ID)
- Image upload of the ID document
About the company applicant (LLCs formed on/after Jan 1, 2024 only)
The "company applicant" is the individual who actually filed the Articles of Organization with the state. For LLCs formed before 2024, this is not required. For LLCs formed in or after 2024, you report up to two: the direct filer and the person who directed the filing.
How to file (step-by-step)
- Step 1: Go to https://boiefiling.fincen.gov/ — this is the only official portal.
- Step 2: Choose "File Online BOIR" (the e-filing option).
- Step 3: Indicate this is an Initial Report (or Update/Correction if applicable).
- Step 4: Enter the reporting company information (LLC name, EIN, address).
- Step 5: Add each beneficial owner — name, DOB, address, ID details, ID image upload.
- Step 6: Add company applicant(s) (only required for LLCs formed in/after 2024).
- Step 7: Review and submit. You'll get a confirmation BSA ID number — save this.
Penalties for non-compliance
- Civil penalty: up to $500 per day the violation continues (adjusted annually for inflation)
- Criminal penalty: fine up to $10,000 and/or imprisonment up to 2 years
- Penalties apply to: failing to file, filing late, filing false information, or failing to update within 30 days of a change
- Both the LLC and the individual beneficial owner can be liable
LLCs that are exempt
There are 23 enumerated exemptions, almost all for entities that are already subject to substantial federal disclosure (publicly traded companies, banks, insurance companies, registered investment advisers, large operating companies, government entities, certain tax-exempt organizations, etc.). The exemptions for typical small business LLCs are narrow.
The "large operating company" exemption — most relevant to small businesses
An LLC is exempt as a "large operating company" only if ALL THREE of these are true: more than 20 full-time U.S. employees, more than $5 million in U.S.-source gross receipts on its prior year tax return, AND a physical operating presence (an office) in the U.S. Most small business LLCs don't qualify because they don't have 20+ employees.
Common BOI questions for LLC owners
Single-member LLCs
Yes, you must file. The single member is the beneficial owner (100% ownership + substantial control). Even if you're a "disregarded entity" for federal tax, you're a separate legal entity for state law and for FinCEN purposes.
Holding LLCs and multi-tier structures
Each entity in the chain that meets the definition of a reporting company files its own BOI report. Beneficial ownership is traced THROUGH intermediate entities to the ultimate human owners. A Wyoming holding LLC that owns a California operating LLC means: BOI filed for the Wyoming LLC (listing the human owners), AND BOI filed for the California LLC (listing the same human owners reached through the Wyoming LLC).
Anonymous LLCs
State-level anonymity (Wyoming, New Mexico, Delaware) doesn't exempt you from BOI. The BOI database is non-public and accessible only to law enforcement, banks during onboarding, and authorized regulators — your name still doesn't appear on Google searches of the state record. But you must file.
Don’t want to file yourself? Northwest Registered Agent files your LLC for $39 + state fee and acts as your registered agent the first year free.
Frequently asked questions
How much does FinCEN BOI reporting cost?
Filing directly through the FinCEN BOI E-Filing portal at boiefiling.fincen.gov is FREE. You don't need an attorney, accountant, or formation service to file. The form takes about 20 minutes for a single-owner LLC. Don't pay $100–$500 for a third-party "BOI service" — they're using the same portal you can use yourself.
When is the BOI deadline for LLCs formed in 2026?
For LLCs formed in or after 2025, the BOI deadline is 30 days from formation. So an LLC formed today has 30 days to file the initial BOI report. Set a calendar reminder when you file the Articles of Organization — missing this deadline starts the $500/day civil penalty clock.
What happens if I never file BOI?
Civil penalties start at $500 per day from the missed deadline (subject to inflation adjustment) and continue until the violation is cured. Criminal penalties of up to $10,000 and 2 years imprisonment apply for willful violations. FinCEN has stated they'll prioritize willful non-compliance over inadvertent late filing — but the safe move is to file as soon as you realize you missed the deadline.
Is the BOI database public?
No. The BOI database is NOT public. Access is limited to: U.S. law enforcement and federal agencies (with authorized requests), state and local law enforcement (with court authorization), foreign law enforcement (through specific channels), federal regulators, and banks during customer onboarding (with the LLC's explicit consent). Your name does not appear on Google or in any public search.
Do I need to file BOI if my LLC is "disregarded" for federal tax?
Yes. The "disregarded entity" status is purely a federal tax classification. For state law and FinCEN purposes, your LLC is a separate legal entity. Single-member LLCs that are disregarded for tax must still file BOI within 30 days of formation.
Can a formation service file BOI for me?
Yes, services like Northwest, ZenBusiness, and others offer BOI filing as an add-on. They use the same FinCEN portal you would. Cost is typically $100–$200. The benefit is convenience + compliance reminders for future updates. The downside is you're paying for something you can do free in 20 minutes. For a single-owner LLC, file it yourself.
What counts as "substantial control" for BOI purposes?
Anyone who can make important decisions for the LLC, regardless of ownership percentage. This includes: senior officers (CEO/CFO/COO/President/General Counsel or anyone with similar authority), anyone with power to appoint or remove senior officers, anyone with significant influence over major decisions (mergers, asset sales, dissolution, structure changes), and anyone else exercising substantial influence. For most small LLCs, the substantial-control test catches the manager(s) — even if their ownership stake is small.
Do I need to update my BOI filing every year?
No annual update is required. You file an Updated Report only when something previously reported changes — a new owner, name change (yours or the LLC's), address change, ID document renewal, etc. Updates are due 30 days from the change. If nothing changes, your initial filing remains valid indefinitely.