FinCEN BOI (Beneficial Ownership Information) Registration Information

All Companies Registered in the USA or Registered to do Business in the USA must register with FinCEN in 2024. 

There are a few exceptions, of course, but those only exist if the Beneficial Owners are being registered somewhere else in the USA already. If you run a small to medium sized business in the USA, even as a Non-US resident, you still have to register your company and list the Beneficial Owners.

2024 brought some new regulations for both new and existing companies, though the rules are different for each.

In both cases you have to register ALL the Beneficial Owners of the company. 

What's a Beneficial Owner? Anyone that owns at least 25% of the company, or exercises substantial control.

So first, you have to report ALL the owners with at least 25%, then you need to determine who else has Substantial Control.

What's Substantial Control?

Per FinCEN: There is no limit to the number of individuals who can be reported for exercising substantial control. An individual exercises substantial control over a reporting company if the individual meets any of four general criteria: 

• the individual is a senior officer; 
• the individual has authority to appoint or remove certain officers or a majority of directors of the reporting company; 
• the individual is an important decision-maker; or 
• the individual has any other form of substantial control over the reporting company.
  

Individual examples:

• If there are 5 owners, each with 20% ownership, and 2 of them make decisions for the company, while the other 3 watch, just report the 2. If there are additional Executive Officers report them as Beneficial Owners too.
• If all 5 sit on the Board but none have the ability to Individually add or remove executive officers, and none have substantial control individually, only report the Executive Officers as Beneficial Owners.
• If all 5 are involved in the running of the company as partners or are executive officers then report them all as Beneficial Owners.

Corporate example:

• If the Company is owned by foreign (or domestic) company(s), the Beneficial Owners would be whoever owns or benefits from the foreign companies. The 25% rule trickles down. The official FinCEN guide linked below explains in details. Also report the Executive Officers of the Company.

In any case you have to trace back to at least one person that either owns or controls, or benefits from the ownership. Report everyone who qualifies. There is no limit to the number of Beneficial Owners you can report.

You can see the Official FinCEN FAQ here: BOI Small Compliance Guide v1.1 (fincen.gov)
Here's the FinCEN Help Page with Official Info, Guides, and Instructions: https://boiefiling.fincen.gov/help 

IMPORTANT: I would suggest, that if you have more than 1 company, that you get a FinCEN Individual ID so that you can use it to identify yourself for each company without having to fill out all the information and upload your passport again. You can get the Individual FinCEN ID here: https://fincenid.fincen.gov/landing 

Companies formed before Jan 1, 2024

Every company still in existence that was formed prior to Jan 1, 2024 needs to register the Company (LLC & C-Corp), and it's Beneficial Owners with FinCEN some time during 2024. You have until the end 2024 to file.

This is a pretty straight forward process that requires you to enter your company info, EIN, and then for each of the Beneficial Owners their name, address, and a passport scan will be uploaded.

 Step-by-step instructions 

Companies formed on or after Jan 1, 2024

Every new company has 90 days to register the Company and its Beneficial Owners with FinCEN.

In addition to the Company, EIN, and Beneficial Owners (by Individual FinCEN ID or by Name, Address, and Passport upload) you also have to report the Company Applicants.

A Company Applicant is the Individual that files your company. I have registered for an Individual FinCEN and will provide it for this purpose. There is no need to provide any other info or documents if you have the FinCEN ID. 

Getting It Done

If you get our USBPP we'll have your passport scan and we will register the Company for you along with the Beneficial Owners and Executive Officers you provided to us during the formation process once we receive your EIN from the IRS. If you have an Individual FinCEN ID, please let us know.

If you get our Free package we won't have the information needed to register the Company so we will provide you with step-by-step instructions including the Individual FinCEN ID of the Company Applicant so you can easily register the Company and Beneficial Owners yourself. It should only take you a few minutes to complete the registration with one or two Beneficial Owners.

If you already have a company formed before 2024 you'll have to register it yourself. If you are a VALIS client, you'll receive step-by-step instructions from us to do so.