, 2025
Important update (FinCEN - March 2025):
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All companies established in the USA ("domestic entities") and their beneficial owners are currently exempt from BOI reporting requirements.
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The BOI reporting obligation essentially continues only for foreign companies established outside the USA that "register to do business" at the state/tribal level in the USA (foreign reporting companies).
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General deadlines for these foreign companies:
- Those registered in the USA before March 26, 2025: By April 25, 2025
- Those registering on or after March 26, 2025: Within 30 days of the notice that the registration has taken effect
This content is for general informational purposes only; it is not legal/tax advice.
What is a BOI Report?
The BOI (Beneficial Ownership Information) report is a system for reporting the company's "ultimate beneficial ownership" and "control" information to FinCEN, which is affiliated with the US Treasury Department. The purpose is to reduce money laundering, sanctions violations, and the use of anonymous "shell companies."
Who is Considered a "Beneficial Owner"?
General approach in FinCEN definitions
- Individuals who own 25% or more shares in the company
- Individuals who have "substantial control" authority over the company (e.g., senior management)
What Information is Requested?
Generally the following information is requested (may vary depending on the type of person/entity being reported):
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Company name, address, and registration information
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Name, date of birth, address of beneficial owners
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Identity document information (passport/driver's license, etc.) and image
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(Optional) FinCEN ID usage
Who Must File a BOI Report? (Current Status)
After the March 2025 regulation:
- Companies established in the USA (LLC, Corporation, etc.) are exempt from BOI reporting.
- Foreign companies established outside the USA that "register to do business" at the state/tribal level in the USA and do not qualify for an exemption may fall within the reporting scope.
Exemptions
There may also be some exemptions for foreign companies within the reporting scope (e.g., businesses meeting certain size/category requirements, regulated financial institutions, etc.). Exemptions are not "always the same"; they should be checked according to your company type.
How is it Filed?
BOI filing is done through FinCEN's official BOI e-Filing system. General flow:
- Prepare the required company and ownership information
- Fill out the report in the FinCEN system / attach identity documents
- Keep the approval/application record
Fraud Warning (Very Critical)
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There is no fee for direct BOI filing to FinCEN.
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FinCEN does not use forms like "Form 4022" or "Form 5102."
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Be careful of notifications requesting "penalty/payment" via email/message, containing QR codes/suspicious links.
Penalties
For companies subject to BOI reporting, incorrect or late filing can lead to "serious" consequences. However, which penalty will apply in which situation varies according to intent, repetition, current regulations, and judicial process.
Contact / Support (optional)
You can handle foreign company registration, exemption verification, and BOI reporting process with Suits Finance.
Resources (official)
- FinCEN BOI main page: https://www.fincen.gov/boi
- FinCEN BOI FAQ / update note: https://www.fincen.gov/boi/beneficial-ownership-information-frequently-asked-questions