The Financial Crimes Enforcement Network (FinCEN) has implemented new Beneficial Ownership Information (BOI) reporting requirements affecting millions of American businesses. These BIO deadline changes significantly impact your reporting obligations.
The Most Important BOI Filing Changes
Here are the three critical changes you need to know:
- Extended filing deadline to January 1, 2025, for existing businesses
- Increased filing window to 30 days for new businesses
- Expanded exemption categories for certain organizations
Understanding The New BOI Deadlines
These deadlines depend on when your business was formed and when changes occur. Here are the key timelines you need to know:
Existing Businesses
- The filing deadline has been extended to January 1, 2025
- This gives businesses additional time to collect necessary information
- All required documentation must be current as of filing date
New Businesses
- Companies formed after January 1, 2024, have 30 days to file
- This is an increase from the previous 14-day requirement
- The clock starts when you receive confirmation of business formation
Information Updates
- Changes to ownership or control now have a 30-day filing window
- This replaces the previous 14-day requirement
- Updates must include supporting documentation
BOI Filing Requirements
Your report must include these three main categories of information:
Business Types Required to File
- Limited Liability Companies (LLCs)
- Corporations
- Limited partnerships
- Business trusts
- Most registered business entities
Required Company Information
- Legal name and any trade names
- Current business address
- Jurisdiction of formation
- Tax identification number
- Updated company documents
Required Beneficial Owner Details
- Full legal name
- Date of birth
- Current residential address
- Valid identification document
- Proof of ownership or control
Modified Definition Of Beneficial Owner
The BOI rules specify two ways someone can qualify as a beneficial owner of your business. A person meets the definition if they have either significant ownership or control:
Ownership Criteria
- Direct or indirect ownership of 25% or more
- Clear guidelines for calculating ownership percentages
- Specific rules for complex ownership structures
Control Definition
- Senior officers
- Board control
- Important decision-making authority
- Significant influence over business operations
Understanding BOI Filing Exemptions
Some businesses do not need to file BOI reports if they meet specific exemption criteria. Have look at these categories to see if your business qualifies for exemption:
Large Operating Company Exemptions
A company is exempt if it meets ALL of these criteria:
- Has more than 20 full-time employees in the U.S.
- Maintains a physical office in the U.S.
- Generated more than $5 million in gross revenue from U.S. sources in the previous year
- Filed federal income tax returns demonstrating this revenue
Regulated Entity Exemptions
- SEC Reporting Companies:
- Companies registered under Section 12 of the Securities Exchange Act
- Companies required to file under Section 15(d) of the Securities Exchange Act
- Public companies listed on U.S. exchanges
- Financial Institutions:
- Banks
- Credit unions
- Bank holding companies
- Savings and loan holding companies
- Money services businesses
- Securities brokers or dealers
- Securities exchanges or clearing agencies
- Investment companies
- Investment advisers
- Insurance companies
- Government-Regulated Entities:
- Federal and state credit unions
- Government-sponsored entities
- State-licensed insurance producers
- Registered public accounting firms
Tax-Exempt Organization Exemptions
- Organizations exempt from tax under Section 501(c)
- Political organizations under Section 527
- Charitable trusts under Section 4947(a)
- Split-interest trusts under Section 4947(a)(2)
Compliance Steps for Your Business
To meet BOI filing requirements, your business needs to take specific actions. Follow these steps to prepare your filing:
- Review Your Status
- Confirm if you need to file
- Check exemption qualifications
- Identify beneficial owners
- Collect Documentation
- Update company records
- Gather owner information
- Verify identification documents
- Confirm current addresses
- Plan Your Filing
- Mark relevant deadlines
- Assign responsibility
- Schedule information gathering
- Allow time for review
Important Notes About Exemptions
Exempt businesses have ongoing obligations under the BOI rules. Understanding these requirements is essential for maintaining your exempt status. Here’s what you need to know:
Documentation Requirements
Exempt entities should maintain:
- Proof of qualification for exemption
- Supporting documentation
- Records of continued eligibility
Changes in Status
- Must file if exemption status changes
- 30 days to file after losing exempt status
- Must maintain records of status changes
Entities NOT Automatically Exempt
- Small businesses
- Family-owned businesses
- Professional service corporations
- Most LLCs
- Most partnerships
- Foreign companies operating in the U.S.
Get Expert Help
Our team at Patten and Company provides professional guidance for BOI deadline compliance. Contact us to discuss your BOI filing needs.
Common Questions About the Changes
What happens if I miss the new deadline?
Penalties include fines up to $500 per day and possible criminal charges.
How do the new rules affect international owners?
International owners must provide the same information, with additional verification requirements.
What if my ownership structure changes?
File updates within 30 days of any changes to ownership or control.
Are the new exemptions retroactive?
Yes, if your company qualifies for a new exemption, you can claim it immediately.
Why are there BOI deadline changes?
FinCEN has been adjusting deadlines to allow businesses more time to comply with the new reporting requirements.
Can I file my BOI report online?
Yes, FinCEN has an online portal for filing BOI reports.
How do I file the BOI report?
File through FinCEN’s secure online filing system, which will be available before the deadline.
Can I file a paper report instead of filing online?
No, all BOI reports must be filed electronically through FinCEN’s system.
If my company was exempt under the old rules, am I still exempt?
Review the updated exemption list, as exemption categories have changed under the new rules.
When is the BOI deadline for existing businesses?
Companies formed before January 1, 2024, must file by January 1, 2025.
