Do You Qualify? Understanding Who Needs to File BOIR 

The Beneficial Ownership Information Report (BOIR) has become a critical aspect of regulatory compliance for businesses in the United States. With the implementation of the Corporate Transparency Act (CTA), companies are now required to disclose certain information about their beneficial owners. But who needs to file a BOIR? This article provides an in-depth guide to help businesses understand the requirements, determine if they need to file, and ensure compliance.

What Is BOIR?

The Beneficial Ownership Information Report, or BOIR, is a mandatory filing requirement established under the Corporate Transparency Act, enforced by the Financial Crimes Enforcement Network (FinCEN). The goal is to combat illicit financial activities such as money laundering and fraud by creating a transparent database of business owners in the United States.

The BOIR requires companies to provide specific details about their beneficial owners, including:

• Full legal name
• Date of birth
• Residential address
• A unique identifying number, such as a driver’s license or passport number

Who Needs to File BOIR?

Most entities formed or registered to do business in the U.S. are subject to BOIR filing requirements. Here’s a breakdown of who has to file a BOIR:

1. Domestic and Foreign Companies

The filing requirement applies to both domestic companies and foreign entities registered to do business in the U.S., including:

• Corporations
• Limited liability companies (LLCs)
• Partnerships
• Nonprofits (in specific cases)

If your business is formally registered with a Secretary of State or equivalent office, you are likely required to file.

2. Beneficial Owners

A beneficial owner is anyone who directly or indirectly owns or controls at least 25% of the company or exercises substantial control over it. This includes:

• Shareholders with significant equity
• Executive officers or board members with decision-making authority

Even if you don’t have a direct ownership stake, holding substantial influence can make you a beneficial owner subject to reporting.

Who Is Exempt from Filing BOIR?

While the filing requirements are broad, there are exemptions. Entities that fall into any of these categories do not need to file a BOIR:

1. Large Operating Companies
   Businesses with over 20 full-time employees, more than $5 million in gross annual revenue, and a physical office in the U.S. are exempt.
2. Regulated Entities
   Certain businesses already subject to substantial federal or state oversight are not required to file, such as:

• Banks
• Credit unions
• Insurance companies
• Publicly traded companies

1. Inactive Entities
   Entities that have ceased operations, no assets, and no employees may qualify for an exemption.

Why Is BOIR Filing Important?

Failure to file a BOIR can lead to serious penalties. Non-compliance with BOIR requirements can result in:

• Fines of up to $500 per day for late filings
• Criminal penalties, including fines up to $10,000 or imprisonment

Additionally, non-compliance could damage your business’s reputation and result in stricter scrutiny during audits or future filings.

How to File BOIR?

BOIR filings are submitted electronically to FinCEN. Here’s how to file a BOIR:

1. Gather the Required Information
   Ensure you have accurate and up-to-date details for each beneficial owner. This includes legal names, addresses, and identifying numbers.
2. Create an Online Account
   Businesses must create an account on FinCEN’s BOIR filing portal to submit the report.
3. Complete the Report
   Follow the online instructions to complete the Beneficial Ownership Information Report. Double-check for errors to avoid delays or penalties.
4. Submit and Track
   Once submitted, you’ll receive a tracking ID to monitor your filing status.

When Is BOIR Due?

Deadlines for BOIR filings depend on the status of your business:

• Existing Companies: Entities formed before January 1, 2024, must file by January 1, 2025.
• New Entities: Businesses formed on or after January 1, 2024, must file within 30 days of formation.

Mark these deadlines to avoid late fees or penalties.

Challenges in Filing BOIR

For many businesses, navigating the BOIR process can be overwhelming due to its complexity and the strict deadlines. Some common challenges include:

• Identifying beneficial owners who indirectly control the company
• Ensuring the accuracy of submitted information
• Staying updated on regulatory changes

Partnering with compliance experts like BOIR.org can simplify the process and minimize risks.

How BOIR.org Can Help

At BOIR.org, we specialize in guiding businesses through the BOIR filing process. Our services include:

1. Eligibility Assessment
   Not sure if your company needs to file? Our team evaluates your business structure to determine your filing obligations.
2. Document Preparation
   We help gather, verify, and organize the required information for a seamless filing experience.
3. Deadline Reminders
   Never miss a filing deadline with our automated reminders and personalized support.
4. Compliance Support
   Our experts stay updated on the latest BOIR regulations to ensure your filing meets all FinCEN requirements.

With BOIR.org, you can focus on running your business while we handle the complexities of BOIR compliance.

FAQs About BOIR Filing

1. What is BOIR, and why is it required?
   BOIR is the Beneficial Ownership Information Report, mandated under the Corporate Transparency Act. It promotes transparency and prevents financial crimes by identifying business owners.
2. What happens if I don’t file BOIR?
   Failure to file can result in fines, penalties, or criminal charges. Non-compliance also risks reputational damage.
3. How do I know if I’m exempt from BOIR filing?
   You may be exempt if your company is a large operating entity, regulated by another federal agency, or inactive. Consult BOIR.org to confirm your status.
4. Can BOIR.org help with new entity filings?
   Yes, BOIR.org assists businesses of all sizes, including newly formed entities, with timely and accurate BOIR filings.

Conclusion

Filing the BOIR is essential for businesses to stay compliant with federal regulations. Understanding who needs to file, meeting deadlines, and navigating exemptions can be challenging, but with the right support, the process becomes manageable.

Whether you’re a small LLC or a large corporation, BOIR.org is your trusted partner for all BOIR-related needs. From eligibility assessments to filing assistance, our team ensures that your business meets its obligations without stress. Stay compliant, avoid penalties, and focus on your business growth with BOIR.org by your side.

For more information, visit www.BOIR.org and get started today!