Beneficial ownership reporting rules start Jan. 1
Business created after Jan. 1, 2024, will file immediately; existing businesses have until Jan. 1, 2025
According to federal law, beginning on January 1, 2024, companies across the U.S. will have to report information about their beneficial owners—those who directly or indirectly own and control the company. Companies will have to report this information to the Financial Crimes Enforcement Network (FinCEN), a bureau of the U.S. Department of the Treasury.
FinCEN will continue updating the Beneficial Ownership Information Reporting web page with additional guidance, so make sure to check in for updates. The FinCEN website remains the best source of information for businesses that have questions about the federal reporting requirements.
Here are some basic things to know:
- No business needs to report beneficial ownership information to FinCEN until January 1, 2024. FinCEN is not currently accepting any beneficial ownership reports.
- A reporting company created or registered to do business beforeJanuary 1, 2024, will have until January 1, 2025, to file its initial beneficial ownership information report.
- A reporting company created or registered on or afterJanuary 1, 2024, will have 30 days to file its initial beneficial ownership information report. This 30-day deadline runs from the time the company receives actual notice that its creation or registration is effective, or after a secretary of state or similar office first provides public notice of its creation or registration, whichever is earlier. The Oregon Secretary of State’s office recommends doing a search for your business registration at https://sos.oregon.gov/business/Pages/find.aspx to confirm the effective date of the registration.
- A beneficial owner is an individual who either directly or indirectly (1) exercises substantial control over the reporting company or (2) owns or controls at least 25% of the reporting company’s ownership interests.
- Companies required to report are called reporting companies. There are two types of reporting companies:
- Domestic reporting companies are corporations, limited liability companies, and any other entities created by the filing of a document with a secretary of state or any similar office in the United States. Contact FinCENto confirm whether your business is required to report.
- Foreign reporting companies are entities (including corporations and limited liability companies) formed under the laws of a foreign country that have registered to do business in the United States by the filing of a document with a secretary of state or any similar office. Contact FinCENto confirm whether your business is required to report.
- There are companies that are exempt from reporting. Click here to learn more.
- FinCEN is working to ensure that reporting companies are aware of their obligations to report, update, and correct beneficial ownership information. FinCEN understands that this is a new requirement. If you correct a mistake or omission within 90 days of the deadline for the original report, you may avoid being penalized. However, you could face civil and criminal penalties if you disregard your beneficial ownership information reporting obligations. FinCEN’s Small Entity Compliance Guideprovides more information about enforcement of the requirement (see Chapter 1.3, “What happens if my company does not report BOI in the required timeframe?”).
Here are additional resources we encourage every business owner to review to better understand the filing requirements:
- FAQs: https://www.fincen.gov/boi-faqs
- Small Entity Compliance Guide: https://www.fincen.gov/boi/small-entity-compliance-guide
- Introductory brochure: https://www.fincen.gov/sites/default/files/shared/BOI_FinCEN_Brochure_508C.pdf
- Beneficial Ownership Information Reporting Key Questions: https://www.fincen.gov/boi/quick-reference
FinCEN will continue updating the Beneficial Ownership Information Reporting page with additional guidance. The FinCEN website remains the best source of information for businesses that have questions about the federal reporting requirements. You can contact FinCEN with questions at https://www.fincen.gov/contact or sign up for updates here.