How to File Your Beneficial Ownership Information (BOI) Report On Time

The first deadlines for filing initial Beneficial Ownership Information Reports with the Financial Crimes Enforcement Network (FinCEN) are approaching.

Who needs to file a Beneficial Ownership Information report with FinCEN

Most US companies - whether owned by US citizens or not - are required to file. Check FinCEN’s website to see if your company qualifies for an exemption. If you do, you do not need to take any further action.

For simplicity, this blog post assumes that your company is a newly incorporated pre-investment Delaware corporation with only common stock authorized and issued (and each share of common stock has one vote per share) and whose stockholders are US individuals.  

There are many considerations when filing a Beneficial Ownership Information report with FinCEN, especially as businesses mature and their ownership structures become more complex.  Non-US companies that register to do business in a US state generally follow the flow in this blog post, with a few differences.  Please refer to FinCEN’s helpful guide for small entities for more information.  You should also consider consulting with your legal or accounting advisor for more complex ownership and control structures.

How to file the Beneficial Ownership Information report with FinCEN

If you used a formation service company to file your Certificate of Incorporation, they might do this for you. It’s a good idea to ask, and many will handle it free of charge (Pilot will prepare the report for you for free, if your company is a newly incorporated pre-investment Delaware corporation with only common stock (with each share of stock having one vote per share) and only has stockholders that are US individuals).

There two parts to filing:  

First, gather the information to complete the form.  

Second, complete and submit the form to FinCEN.

Gather the information to complete the form

To summarize:  Companies need to report information about (1) the company itself, (2) in certain cases, the individual person or people who incorporated them, (3) individual people who have substantial control over the company’s business, and (4) individual people who directly or indirectly own 25% or more of the ownership interests in the company.

For all the individual people that your company needs to report (incorporator(s), people with substantial control, and owners of 25% or more), you need to report the following information (or provide a FinCEN ID, if available):

1. Name as it appears on identification document
2. Date of birth
3. Address (for an incorporator who incorporates companies as their business, you can use the incorporator’s business address.  For all others, you should use a residential address)
4. US state driver’s license number or US passport number
5. Picture of the non-expired US state driver’s license or passport (page of passport showing identification information) - this file can be up to 4 megabytes in size.

Pro-tip: It’s helpful to record the information as you collect it on the PDF form of Beneficial Ownership Information report (BOIR for short) available on the FinCEN website because you can just upload this form when it’s complete.  Click “Prepare BOIR” to download the PDF.  This section of the blog post follows the BOIR form.

NOTE:  You should complete all information that applies to your company, even if the field on the form is not “required” (indicated with a red asterisk).  For example, if a 25% owner has a middle name on their driver’s license, you should include the middle name on the form.  

Step 1

Collect information about the company, including:

1. Legal name as it’s written on your Certificate of Incorporation
2. If your company is doing business under a different name, include that name as an “Alternate name”
3. Employer Identification Number (EIN)
4. State where your company incorporated or formed (Delaware in our example)
5. Current US business address

It’s a good idea to check box 3 requesting that FinCEN issue your company a FinCEN ID# upon filing so that you may be able to save time preparing future reports. When you receive it, save it somewhere securely and where you’ll remember where it is for future reference.

Step 2

Complete information about “Company Applicants.”  “Company Applicants” means the people who prepared and/or filed your formation documents (your Certificate of Incorporation in our example).

Only companies created on or after January 1, 2024 need to report these folks.

• If one person completed the incorporation paperwork and filed the incorporation paperwork with the Secretary of State, then include this person in your BOIR.
• If one person completed the incorporation paperwork, and a different person filed the incorporation paperwork with the Secretary of State, then report both people.  For example, a founder prepares and signs a certificate of incorporation, then sends it to a filing service which files the certificate of incorporation.  Both the founder and the individual person at the filing service should be included in your BOIR.

• Pro-tip:
  If you used an online platform or software (for example, Stripe) to incorporate your company without human involvement, list the name of the person who used the platform/software.
  
  ‍If you used a filing service to incorporate (like your law firm), many filing services will provide the FinCEN identification number for their employee who filed your certificate of incorporation.  Ask your filing service for the FinCEN ID of the person who filed.  Then you only need to include the FinCEN ID for this person (instead of name, date of birth, address, government identification number, and copy of government identification).

If no FinCEN IDs are available, collect this information about the person(s) involved in incorporating your company:

1. Name as it appears on identification document
2. Date of birth
3. Address (for an incorporator who incorporates companies as their business, you can use the incorporator’s business address.  For all others, you should use a residential address)
4. US state driver’s license number or US passport number
5. Picture of the non-expired US state driver’s license or passport (page of passport showing identification information)

Step 3

Identify your company’s people with substantial control and owners of 25% or more of the ownership interests.  All of these people should be included on the BOIR as beneficial owners.  

People with substantial control:

• CEO
• President
• CFO
• COO
• General Counsel
• Any other person who can influence major corporate decisions.  You’ll need to analyze whether there are other people who have substantial control for yourself based on your company’s circumstances.  Examples of other people who have substantial control could include (1) company officers who have control over major business decisions but different titles, (2) people who have substantial control because of representation on the board of directors or special voting rights (like a voting agreement or stock with more votes per share than other stock types), (3) people with the power to appoint or remove senior officers and/or a majority of the board of directors, or (4) other people who can control major decisions through other direct or indirect means.

Include any and all of the people above as beneficial owners.

People who own 25% or more of ownership interests:

Companies can have a variety of ownership interests.

Assuming that your company has only one class of common stock, only individual stockholders, and no ownership interests convertible into common stock other than options granted to employees or warrants to purchase common stock, to identify your company’s owners of 25% or more of ownership interests, follow these steps.

1. Number of shares of common stock issued and outstanding:
2. Number of shares of common stock that would be issued if all outstanding options were exercised:
3. Number of shares of common stock that would be issued if all outstanding warrants were exercised:
4. Add the numbers from (1) + (2) + (3)
5. Multiply the number from (4) by 25%
6. Any person who owns stock + shares issuable on exercise of options or warrants that is greater than the number from (5) owns 25% or more of the ownership interests.
7. You should confirm whether that person has a spouse that has a community property interest in the shares.  If so, then include both the individual and the spouse's information

If your company has stock with different voting rights or that represent more of the value of the company, you should do the 25% or more analysis on the voting rights and the value of the company.  Any owners of 25% or more based on these analyses should also be included.

If one of your company’s owners of 25% or more of ownership interests is a trust, you should inquire about what individual has ownership and/or voting control over the shares.  See the FinCEN small entity guide for more information.

If one of your company’s owners of 25% or more of ownership interests is an entity, you should inquire about the individuals who own the entity to determine their indirect ownership interest in your company’s shares.  See the FinCEN small entity guide for more information.

Include all people with substantial control or who own 25% or more of the ownership interests (you don’t have to duplicate entries for people with substantial control who might also own more than 25% or more of the ownership interests).

If any of them have FinCEN ID’s, use those.  If not, collect the following information from all of these individual people (you can’t report entities as beneficial owners):

1. Name as it appears on identification document
2. Date of birth
3. Residential address
4. US state driver’s license number or US passport number
5. Picture of the non-expired US state driver’s license or passport (page of passport showing identification information)

Complete the form and send to FinCEN

There are two ways to file the BOIR:  (1) upload a completed PDF or (2) complete the webform.

Visit FinCEN’s website for filing a Beneficial Ownership Information Report, and choose the filing method that works best for you.

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: Make sure you’ve reviewed all information on the form for accuracy and completeness.

You’re done!

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 you will follow their prompts to work through entering in 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.”

Can a third party file the Beneficial Ownership Information report on your behalf?

There are a number of specialty providers that will try to charge you a fee for this service. The issue is that you'll need to provide them all of the information we discussed above, which means you’ll still have to do the work of finding and assembling it. So instead of having them charge you, for nearly the same effort, you can simply do the filing yourself and save a little money.

Once you’ve filed your Beneficial Ownership Information Report, you’re good with FinCEN until there is a change in your company’s beneficial ownership (including changes in people with substantial control and/or owners of 25% or more of the ownership interests) or become an exempt entity. If/when that occurs you’ll have 30-days from the time of change to file an updated report.

We suggest not waiting until the last minute! You should start thinking about this sooner rather than later to avoid scrambling at the deadline.

Still have questions?

Still have questions about the Beneficial Ownership Information Report? We're always happy to help: send us an email.