What Information and Documents Does Each BOI Report Require?
Reports required to be filed under the Corporate Transparency Act are known as Beneficial Ownership Information Reports (each, a “BOI Report”). Each BOI Report requires disclosure of information in up to three categories.
The first category of required information is for the entity itself:
Legal Name
Any alternate names (e.g. DBA, AKA names)
Tax identification type and number
Formation location
Principal place of business address in the U.S./U.S. territory or, if the entity does not have one, the primary location in the U.S./U.S. territory where the entity conducts business
The second category of required information is for the entity’s Beneficial Owners. A “Beneficial Owner” is an individual who, directly or indirectly, either (1) exercises substantial control over the Reporting Company, or (2) owns or controls 25% or more of the ownership interests of the Reporting Company. See our blog post titled “Digging Deeper Into the Meaning of ‘Beneficial Owner’ Under the CTA” for more details on the meaning of this term and how to determine your entity’s Beneficial Owners.
If a Beneficial Owner has obtained a FinCEN Identifier (see our blog post titled “FinCEN Identifiers – Do I Need One?”), such FinCEN Identifier may be listed in lieu of the Beneficial Owner’s personal information. Otherwise, entities are required to report the following information about their Beneficial Owners:
Name
Date of Birth
Residential Address
Image of an identifying document (such as a driver’s license or passport)
Identifying number and issuing jurisdiction of identifying document
If the Beneficial Owner is a minor child, a parent’s/guardian’s information should be listed instead. However, when the minor child reaches the age of majority (age 18 or 19 in most states), the parent’s/guardian’s information that was originally given will need to be replaced with the minor child’s, and an updated BOI Report will need to be filed with FinCEN within 30 days. Perfect Form’s software can keep track of when this date is approaching and notify you accordingly, so that we can file an updated report on your behalf and keep your entity in compliance.
The third category of required information is for the entity’s Company Applicants. Only entities formed or registered to do business in the U.S. on or after January 1, 2024 must include in their BOI Reports information on their Company Applicants. See our blog post titled “Digging Deeper Into the Meaning of ‘Company Applicant’ Under the CTA” for more details on the meaning of this term. If an entity is formed or registered to do business in the U.S. on or after January 1, 2024 and is thus required to disclose its Company Applicants, the following information for each Company Applicant must be reported:
Name
Date of Birth
Business or Residential Address
Image of an identifying document (such as a driver’s license or passport)
Identifying number and issuing jurisdiction of identifying document
Note that the information required for each Company Applicant is very similar to that of each Beneficial Owner, with one substantive difference: the address required to be disclosed for each Company Applicant is either the Company Applicant’s business address or residential address. The address to be disclosed is not up to the choice of the entity or individual Company Applicant, however. Instead, if the Company Applicant was involved in the formation or registration of the entity in the course of their business, the Company Applicant’s business address should be listed. Otherwise, the Company Applicant’s residential address should be listed.
Finally, the name and email address of the person filing the BOI Report must be disclosed. At Perfect Form, we refer to this individual as the “report submitter” and this person becomes our main point of contact, unless instructed otherwise by the client.
What makes the filing requirements of the CTA particularly onerous are its ongoing reporting requirements. If at any time any of the information that has been previously reported in a BOI Report changes, the entity has 30 days from when the change occurred to file an updated report with FinCEN to include the newly changed information. The entire report must be re-filed, rather than just an amendment highlighting the changes made. Perfect Form’s ongoing compliance service can help business owners ensure that updated reports are timely filed.