How to file: Beneficial Ownership Information (BOI) Report

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_{The initial deadlines for filing Beneficial Ownership Information Reports with the Financial Crimes Enforcement Network (FinCEN) are approaching.}
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Who Must File a Business Ownership Information Report with FinCEN?

Most U.S. companies, regardless of ownership by U.S. citizens or foreign nationals, are required to file. Check FinCEN’s website to determine if your company qualifies for an exemption. If exempt, no further action is needed.

For clarity, this guide assumes your company is a newly incorporated, pre-investment Delaware corporation with only common stock (each share having one vote) and U.S. individual stockholders.

Filing a Beneficial Ownership Information report with FinCEN can be complex, particularly as businesses grow and ownership structures evolve. Non-U.S. companies registered to do business in a U.S. state generally follow the same process with some variations. Refer to FinCEN’s guide for small entities for detailed information, and consult with your legal or accounting advisor for more complex scenarios.

How to File the Business Ownership Information Report with FinCEN

If you used a formation service to file your Certificate of Incorporation, they might handle this for you at no charge. Fondo offers this service for free to newly incorporated, pre-investment Delaware corporations with only common stock and U.S. individual stockholders.

There are two main steps to filing:

1. Gather the required information.
2. Complete and submit the form to FinCEN: https://boiefiling.fincen.gov/

Gather the Required InformationCompanies must report information about (1) the company, (2) the incorporator(s), (3) individuals with substantial control, and (4) individuals owning 25% or more of the company.

For each relevant individual, report the following (or provide a FinCEN ID, if available):

• Name (as on identification)
• Date of birth
• Address (business address for incorporators, residential for others)
• U.S. driver’s license or passport number
• A picture of the non-expired U.S. driver’s license or passport (max 4 MB file size)

Pro Tip: Record this information on the BOIR pdf form from FinCEN’s website for easy uploading later.

Step 1: Company Information

‍Collect details about your company, including:

• Legal name (as on Certificate of Incorporation)
• Alternate business name, if any
• Employer Identification Number (EIN)
• State of incorporation (Delaware in this example)
• Current U.S. business address

Consider requesting a FinCEN ID# for future report simplification.

‍Step 2: Company Applicants

Report the individuals who prepared and/or filed your formation documents:

• Only companies formed after January 1, 2024, need to report this.
• Include individuals who prepared and filed the incorporation paperwork. If different people were involved, include both.

Pro Tip: If you used a filing service, they might provide the FinCEN ID for the person who filed your incorporation documents.

‍Step 3: Substantial Control and Ownership

Identify individuals with substantial control and those owning 25% or more of the company. Report each as a beneficial owner:

People with substantial control might include:

• CEO, President, CFO, COO, General Counsel
• Individuals with significant influence over corporate decisions
• Officers with control over major business decisions
• Those with special voting rights or representation on the board
• Individuals who can appoint/remove senior officers or the majority of the board

People owning 25% or more of ownership interests should be identified as follows:

• Sum the number of issued shares, exercisable options, and warrants
• Calculate 25% of this total
• Identify individuals whose ownership exceeds this 25% threshold, including any community property interests from spouses

For trusts or entities, identify individuals with ownership or voting control over the shares.

If available, use FinCEN IDs. Otherwise, collect the following for each person:

• Name (as on identification)
• Date of birth
• Residential address
• U.S. driver’s license or passport number
• Picture of the non-expired identification document
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Complete the Form and Submit to FinCEN

There are two ways to file the BOIR:

1. Upload a completed PDF
2. Complete the webform on FinCEN’s website

Ensure all information is accurate and complete before submitting.
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Upload a Completed PDF

If you already have a prepared PDF of the report, click on "submit BOIR" under the "File PDF BOIR" method, and enter your information as prompted.

Reminder: Make sure you've checked the appropriate box under "Filing Information." For example, if this is your first report, check the "Initial report" box.

Reminder: Ensure all information on the form is accurate and complete.

You're done!
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Complete the Webform

Alternatively, if you don't have a prepared report in PDF form and wish to use the "File Online BOIR" method, click on "Prepare & Submit BOIR." From there, follow the prompts to enter the filing information about your company, company applicants, and beneficial owners that you collected previously.

The last step is to enter your name, email address, and click "submit."
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How Fondo can help

If you don't want to file this on your own, Fondo would be happy to help! You can get started here: tryfondo.com/boi

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How to Stay Compliant

After filing, you are compliant until there is a change in beneficial ownership or control, requiring an updated report within 30 days. See the full BOI FAQ here: tryfondo.com/boi

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Disclaimer

This blog for informational purposes only and does not constitute legal or tax advice or create an attorney-client relationship. Companies should consult their own attorneys or tax accountants for advice on these issues. Because of the generality of the issues discussed in this piece, the information provided may not apply in all situations and should not be acted upon without specific legal or tax advice based on particular situations.