Update as of March 2, 2025: In a press release, the Department of the Treasury announced the suspension of enforcement of the Corporate Transparency Act against US citizens and US companies.

Beneficial Ownership Information (BOI) reporting is part of the Corporate Transparency Act (CTA) and requires millions of business

entities to report beneficial ownership information, including data about the individuals who ultimately control a company. 

BOI reporting aims to combat money laundering and illicit activities by increasing corporate transparency. That said, the CTA’s implementation has been complicated by ongoing legal challenges. 

The U.S. Supreme Court recently lifted one nationwide preliminary injunction on CTA enforcement (Texas Top Cop Shop, Inc. et al. v. Garland). However, a separate nationwide injunction (Smith v. U.S. Department of the Treasury) remains in place, keeping reporting obligations on hold. 

The federal government has appealed this second injunction, indicating its intention to reinstate CTA requirements. Should this second injunction be lifted, businesses will need to file beneficial ownership information reports within a FinCEN-determined deadline. In this article, we’ll examine BOI reporting requirements, who needs to file, and how the BOI filing process works. 

Table of Contents

  1. What is a BOI Report?
  2. Who needs to file a BOI report?
  3. How do you file a BOI report?
  4. How Harness can help with BOI reporting
  5. FAQs on BOI and FinCEN

What is a BOI report?

A Beneficial Ownership Information (BOI) report is a central component of the CTA, designed to combat financial crime by increasing transparency in business ownership. BOI reporting requires companies to disclose information about the individuals who own or control them—the “beneficial owners.” This information is submitted to the Financial Crimes Enforcement Network (FinCEN), a bureau of the U.S. Department of the Treasury.

The aim of BOI reporting is to prevent the misuse of anonymous shell companies. Many shell companies are often used to shield illicit activities such as money laundering, tax evasion, and terrorist financing. When light is shed on the true owners of businesses, the CTA makes it more difficult for criminals to hide their identities and operations.

BOI collects business information to then issue reports that are stored in a secure, non-public database accessible only to authorized government agencies, law enforcement, and certain financial institutions. Most importantly, the data is not available to the general public.

Who needs to file a BOI report?

Not all businesses are required to file BOI reports. The CTA defines “reporting companies” as corporations, limited liability companies (LLCs), and similar entities created in or registered to do business in the U.S. This includes both domestic and foreign companies.

There are exemptions to BOI reporting, however. Many common business structures, such as sole proprietorships and general partnerships, are not considered “reporting companies” and are exempt from BOI filing.  

A key BOI reporting exemption applies to “large operating companies.” These are businesses that have more than 20 employees in the U.S. and have reported more than $5 million in gross receipts or sales on their previous year’s tax return. This exemption recognizes that larger, more established businesses with transparent operations are less likely to be used for illicit purposes.

Business entities that are exempt from BOI reporting requirements include:

Foreign pooled investment vehicles, while not fully exempt, are subject to separate reporting requirements outlined in the below FinCEN BOI Reporting Guide.

Ensure BOI reporting compliance and remain updated with the latest BOI regulations with a tax advisor from Harness.

 

How do you file a BOI report? 

While enforcement of BOI reporting may currently be suspended, it’s wise to prepare for the potential reinstatement of BOI reporting requirements. What follows is a step-by-step guide to the process of completing a BOI report filing with FinCEN.

1. Gather the necessary information required for BOI filing

Before starting the BOI filing process, you should collect and organize all the required information. Incomplete or inaccurate data can lead to delays, penalties, or rejection.

Reporting company information:

Company applicant information (for entities created/registered in 2024 or later):

(For each applicant, up to two):

Beneficial Owner Information (for each beneficial owner):

2. Head to the BOI reporting page on the FinCEN website

How to fill out a BOI Report - Step 2

FinCEN offers online filing through a secure web form. Select the “File a Report” option, then choose “File Online using the Web Form.”

How to fill out a BOI Report - Step 3

Report Type: For your initial filing, select “Initial Report.”  Subsequent filings, such as updates or corrections to previously submitted information, will require selecting a different report type (e.g., “Update prior Report” or “Correct prior report”).

3. Enter reporting company information

Legal Name: Enter the full legal name of the reporting company exactly as it appears on official documents.

Alternative Name (DBA): If applicable, enter any registered DBAs (doing business as).

EIN/Tax ID: Enter the company’s EIN or other applicable tax identification number.

Jurisdiction of formation: Select the correct jurisdiction where the company was formed or registered.

How to fill out a BOI Report - Step 4

Principal Business Address: Enter your company’s main business address.

4. Enter company applicant information (if applicable)

How to fill out a BOI Report - Step 5

Only reporting companies created or registered in 2024 or later need to fill in this section. If your company was formed before 2024, you can skip this section. If required, provide the requested details for each company applicant.

Enter beneficial owner information:

It’s important to provide information for each beneficial owner. If there is more than one, use the “Add a Beneficial Owner” button for each additional owner. Make sure you provide complete information for each individual who meets the definition of a beneficial owner.

5. Provide submitter information – Identifying the person filing

How to fill out a BOI Report - Step 6

This section requires information about the individual who is actually submitting the report to FinCEN. This may be an officer of the company, an authorized representative, or another individual designated to file on behalf of the company.

Email address: Provide a valid email address for the submitter. This email address will be used for communication regarding the report.

Full name: Enter the submitter’s full legal name.

6. Certify the information

Before submitting, you need to certify that the information provided is true, correct, and complete to the best of your knowledge. This is a legal attestation.

Certification statement: Carefully read the certification statement and check the box to confirm your agreement.

Captcha: Complete the captcha verification to confirm you are a human user and not an automated bot.

7. Review and submit

This is your last chance to catch any errors or omissions. Carefully review all information entered, including company details, applicant information (if applicable), and beneficial owner information. Pay close attention to names, dates, addresses, and identification document details.

Once you are absolutely certain that all information is accurate and complete, click the Submit button.

8. Confirmation and download – your proof of filing

After successful submission, you will receive a confirmation page with a confirmation number. Download and save a copy of the confirmation page and the complete submitted report for your records. This serves as your proof of filing and will be essential if any questions or issues arise later.  

Key reminders for the filing process:

How Harness can help with BOI reporting

A tax advisor meeting with a client

In the event that BOI reporting requirements are reinstated, company owners are advised to seek professional advice. At Harness, we connect businesses and individuals with specialist tax advisors who can provide tailored guidance on how to submit BOI reports and remain compliant. 

A tax advisor from the Harness can assist in determining whether a business is exempt, identifying beneficial owners, and help gather any necessary documentation. A tax advisor from Harness can also help businesses stay up-to-date with the changing legal framework surrounding BOI reporting, ensuring ongoing compliance.

 

FAQs on BOI and FinCEN

Below are some of the most frequently asked questions about BOI Reporting and FinCEN

What is a Beneficial Ownership Report?

A Beneficial Ownership Information (BOI) report discloses information about the individuals who own or control a company. Required by the Corporate Transparency Act (CTA), BOI reports are filed with FinCEN to combat illicit activities like money laundering. BOI reports identify the “beneficial owners”—those with substantial control or ownership of a company—helping to increase corporate transparency.

What is FinCEN?

FinCEN, the Financial Crimes Enforcement Network, is a bureau within the U.S. Department of the Treasury. FinCEN’s mandate is to combat money laundering, terrorist financing, and other financial crimes. 

FinCEN collects and analyzes financial data including Beneficial Ownership Information (BOI) reports, to support law enforcement and regulatory agencies in their investigations. Promoting transparency in financial systems, FinCEN plays a key role in safeguarding national security and protecting against illicit financial activities. 

What is the Corporate Transparency Act?

The Corporate Transparency Act (CTA) is a U.S. federal law designed to combat money laundering, terrorist financing, and other illicit activities. It mandates that many companies report information about their beneficial owners – the individuals who ultimately own or control them – to FinCEN.  

By requiring the disclosure of this information, the CTA aims to prevent the misuse of anonymous shell companies. It also makes it more difficult for criminals to hide their identities and engage in illegal activities through the U.S. financial system.  

Is BOI reporting required?

Not all businesses are required to file a Beneficial Ownership Information (BOI) report.  The Corporate Transparency Act (CTA) mandates reporting for “reporting companies,” which generally include corporations, LLCs, and similar entities created or registered in the U.S.

However, numerous exemptions exist. Publicly traded companies, large operating companies (with over 20 U.S. employees and $5+ million in U.S. gross receipts/sales), and certain other regulated entities are typically exempt. It’s important to determine if your specific business structure qualifies for an exemption under the CTA to ascertain your reporting obligations. Consulting with a legal or tax professional is recommended.

Do I need to file a BOI report?

While the CTA remains law, BOI reporting obligations are currently on hold (Feb 2025) due to an ongoing nationwide injunction (Smith v. U.S. Department of the Treasury). The U.S. government is appealing this injunction.

If the appeal is successful and the injunction is lifted, BOI reporting will resume, and businesses will have a deadline (likely with a 30-day extension) to file their reports. It’s vital for company owners to stay informed about the legal proceedings and any updates from FinCEN regarding the CTA’s implementation. 

What impact has the recent federal court order had on BOI reporting?

The federal court order has temporarily halted enforcement of BOI reporting requirements under the Corporate Transparency Act (CTA). However, this order is subject to legal challenges, and the ultimate outcome is uncertain. In any event, it’s important to stay informed about any updates from FinCEN.

What is the role of the Supreme Court and the Senate Banking Committee in BOI reporting?

The Supreme Court granted a request to hear a case related to the CTA, ultimately lifting one injunction. The Senate Banking Committee has held hearings and considered legislation related to beneficial ownership reporting, underlining their interest in the issue as well.

Both play a role in shaping the legal and regulatory arena surrounding BOI reporting. However, the specific requirements are primarily governed by the CTA and enforced by FinCEN. Recent federal district court rulings, including one nationwide injunction that remains in place, are effectively halting BOI reporting for now.

Does registering with the Internal Revenue Service (IRS) mean I have to file a BOI report?

No. IRS registration is separate from BOI reporting. While you may need to register with the IRS for tax purposes, BOI reporting is determined by the Corporate Transparency Act and applies to specific business entity types, not simply based on IRS registration.

Do all businesses have to file a BOI report?

No. The Corporate Transparency Act’s requirements apply only to a specific set of reporting companies existing under the CTA definition. Many businesses are exempt.

 

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