Beneficial Ownership Information (BOI) Reporting: FinCEN Requirements for Small Businesses

By Yarik Yarosh, CPA ·September 5, 2026 ·4 min read

Written by Yarik Yarosh, CPA (US & Canada) September 5, 2026 · FL CPA license AC61704 · CPA Ontario

The Corporate Transparency Act (CTA) created a new federal reporting requirement: most LLCs, corporations, and similar entities must report their beneficial owners to the Financial Crimes Enforcement Network (FinCEN). This is NOT a tax filing and is NOT filed with the IRS. It is a separate compliance obligation with its own deadlines, its own filing system (boiefiling.fincen.gov), and severe penalties for noncompliance ($500/day civil penalty and up to 2 years imprisonment for willful violations).

✓Key takeaway

BOI reporting requirements:

Who must file. Most domestic LLCs, corporations, limited partnerships, and similar entities created by filing with a secretary of state. This includes: single-member LLCs, multi-member LLCs, S-Corps, C-Corps, and limited partnerships.
Who is exempt (23 exemptions). Large operating companies (500+ employees AND $5M+ in gross receipts AND a physical US office), regulated entities (banks, credit unions, insurance companies, SEC-registered investment companies), tax-exempt organizations, and inactive entities (pre-2020 formation, no assets, no ownership changes, no financial activity).
What is reported. For each beneficial owner: full legal name, date of birth, current residential address, and a unique identifying number from a government-issued ID (driver’s license, passport, state ID) along with an image of the ID document.
Who is a beneficial owner. Any individual who: (a) directly or indirectly exercises substantial control over the entity (officers, managers, anyone directing major decisions), OR (b) directly or indirectly owns or controls 25% or more of the entity’s ownership interests.
Deadlines:
- Entities created before January 1, 2024: original deadline was January 1, 2025, but has been subject to court challenges and extensions. Check boiefiling.fincen.gov for the current deadline.
- Entities created on or after January 1, 2024: 90 days after the entity is created or registered
- Entities created on or after January 1, 2025: 30 days after creation
- Changes to beneficial ownership information: 30 days to file an updated report
Filing system. File at boiefiling.fincen.gov. No fee. The report can be filed by the entity itself or by a third party (attorney, CPA, registered agent).
Penalties. $500/day civil penalty for late or inaccurate reports. Criminal penalty of up to 2 years imprisonment and $10,000 fine for willful violations.
Not public. BOI reports are NOT publicly available. FinCEN maintains a secure database accessible only to law enforcement, national security agencies, and financial institutions (with the entity’s consent). This is not like the UK’s public beneficial ownership register.

What does a typical small business report look like?

Hypothetical example

Round numbers. For current guidance, see FinCEN BOI reporting guidance. A single-member LLC (S-Corp election) is owned 100% by one individual.

Reporting company information:

Legal name: [Business Name] LLC
DBA (if any): [Trade Name]
Address: business address
State of formation: [State]
EIN: XX-XXXXXXX

Beneficial owner #1 (sole owner):

Full legal name
Date of birth
Residential address (home address, not business address)
Driver’s license number + issuing state + image of the license

Company applicant (the person who filed the formation documents):

If the owner filed the articles of organization themselves: same information as above
If an attorney or registered agent filed: that person’s information

Time to complete: 15-30 minutes Cost: $0 (no filing fee)

For a multi-owner business (e.g., 3 partners in an LLC):

Each partner owning 25%+ is a beneficial owner
Each partner who exercises substantial control (managing members) is also a beneficial owner
All 3 partners would be reported if each owns 33%

Common mistake: reporting only owners and forgetting the “substantial control” test. A non-owner CEO or manager who makes major decisions for the company is a beneficial owner under the substantial control test, even if they own 0% of the entity.

Update requirement: if the owner sells the business, changes their home address, or obtains a new driver’s license, an updated BOI report must be filed within 30 days.

Illustrative numbers only, not a real client and not advice for your facts.

Related guides:

FBAR Penalties: The Decision Tree
Cross-Border Tax Filing Deadlines: Canada and US
FBAR Filing Requirements: Who Needs to File and How

Want this checked against your own situation?

Start with a Diagnostic: a CPA licensed in the US and Canada reads your file and tells you in writing what's wrong and how to fix it, three to four business days after you finish the questions. The report is $250. If you hire us for any work after that, you get the $250 back as a discount on that work. Or send us your return or your letter and get a fixed price, free.

Start a Diagnostic →See prices

Get a fixed price, free

Get the next cross-border guide by email

One or two plain-English guides a week on US-Canada tax. No spam, unsubscribe anytime.

Cite this page

Yarik Yarosh, CPA. "Beneficial Ownership Information (BOI) Reporting: FinCEN Requirements for Small Businesses." Blue Cloud CPA, September 5, 2026. https://bluecloudcpa.com/guides/small-business-beneficial-ownership-boi-reporting

This guide is general information, not tax advice for your specific situation. Which points apply, and how, depends on your facts.