Tax

BOI Reporting Under the Corporate Transparency Act

Beneficial ownership reporting (BOI) requirements for most U.S. small businesses — who must file, what's reported, deadlines, and penalty risk.

By Aparna Devalla, CPA3 min · 5 slidesUpdated May 4, 2026

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The CTA requires most small U.S. businesses to file a Beneficial Ownership Information (BOI) report with FinCEN identifying who owns and controls the company.
Filed through FinCEN's BOI E-Filing System — no fee.
Information reported: company details, beneficial owners' names, dates of birth, addresses, and an identifying document (passport or driver's license image).
A beneficial owner is anyone who exercises substantial control OR owns/controls 25%+ of the entity.
Recent enforcement and legal-challenge updates have changed deadlines repeatedly — confirm current FinCEN guidance before relying on prior dates.

U.S. corporations, LLCs, LPs, and similar entities created by filing with a state — including most small businesses.
Foreign entities registered to do business in any U.S. state.
23 categories of exempt entities, including large operating companies (20+ U.S. employees, $5M+ U.S.-source revenue, and a U.S. physical office), public companies, and certain regulated entities (banks, insurance, registered investment advisors).
Single-member LLCs and family LLCs are NOT automatically exempt — most still must file.
Tax-exempt entities (501(c)(3)s) are exempt, but their wholly-owned subsidiaries may need to file.

Civil penalties: up to $591/day (adjusted annually for inflation) for ongoing non-compliance.
Criminal penalties: up to $10,000 fine and/or 2 years imprisonment for willful violations.
Penalties can apply to both the filing company AND the beneficial owners who fail to provide information.
Senior officers can be held personally liable for the entity's non-filing.
Reasonable cause defense exists but is narrow — ignorance of the requirement does not qualify.

Initial filings: by the deadline applicable to your entity formation date (check current FinCEN guidance).
Updates: within 30 days of any change to beneficial owner info — new ownership, address change, name change, expired ID.
Corrections: within 30 days of discovering inaccurate prior reports.
Newly-formed entities: file within 30 days of formation (90 days for entities formed during certain windows — verify current rules).
No annual renewal required — only when something changes.

Identify all beneficial owners — anyone with 25%+ ownership OR substantial control (CEO, CFO, board chair, anyone making major decisions).
Collect identifying documents: government-issued photo ID and current address for each beneficial owner.
File through FinCEN's BOI E-Filing System (boiefiling.fincen.gov). The form takes 15–30 minutes per entity.
Set a calendar reminder to review beneficial owner info quarterly — most non-filing penalties trace to missed updates, not missed initial filings.
Need help with BOI filings across multiple entities? Rubric Financial files BOI reports as part of business tax engagements.