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This is the important and required part of the filing. With your shiny, new FinCEN individual ID in hand, head over to the BOI E-Filing System.
The BOI E-Filing System supports the electronic filing of the Beneficial Ownership Information Report (BOIR) under the Corporate Transparency Act (CTA). The CTA requires certain types of U.S. and foreign entities to report beneficial ownership information to the Financial Crimes Enforcement Network (FinCEN), a bureau of the U.S. Department of the Treasury.
File Online BOIR
Fortunately, there's no login to file the BOIR.
While you can file the BOIR as a PDF, this guide will walk you through submitting the Online BOIR.
Once you click the Prepare & Submit BOIR, you'll receive a Warning! that you'll need to agree to before moving on.
Once you click on I Agree, you'll be immediately taken into the Beneficial Ownership Information Report (BOIR). You'll notice that it's broken into 5 sections or tabs across the top, which will go through individually.
1. Filing Information
Select the report type, such as Initial report, and the system will auto-fill the preparation date. Note that you can click on the Need help? bar and FinCEN will provide some additional information to help you if you're stuck or unsure.
2. Reporting Company Information
In this section, the reporting company provides the required information about itself including the legal name of the entity and any DBA or alternate name, if applicable.
The reporting company may also request to receive a FinCEN ID by selecting box 3.
Scrolling down, the reporting company must provide a tax identification number such as employer identification number (EIN). If you’re a single member LLC (SMLLC), this may be another good, non-tax reason to obtain an EIN which you can do here: https://www.irs.gov/businesses/small-businesses-self-employed/apply-for-an-employer-identification-number-ein-online
Next, the reporting entity provides the jurisdiction of formation. Often this will be the primary location of the business but could be somewhere else such as the case of a Delaware or Wyoming LLC. Check your business formation documents or consult with whoever helped you set up the entity, such as an attorney.
The reporting company discloses its current U.S. address. Note that the reporting company must use the street address and cannot be a P.O. box. The street address should be the primary location in the United States or U.S. Territory where the reporting company conducts business. Presumably this could be a home office address.
3. Company Applicant Information
This is the section where the reporting entity will disclose the company’s applicant(s). This is the individual or firm who formed the entity by filing the documents with the Secretary of State or equivalent office in your particular state.
However, if your entity was formed and existed before January 1, 2024, then it is exempt from providing the company application information. Therefore, check box 16 to complete this section.
Checking Box 16 will give you an Attention popup. Read and acknowledge to move forward.
4. Beneficial Owner(s)
The reporting entity uses this section to disclose the beneficial owners of the organization.
In the case the owner(s) has a FinCEN ID, provide that in the box. This is where obtaining a FinCEN ID for each beneficial owner comes in handy. Refer to Part 1: FinCEN ID Application, if necessary.
If the reporting entity has more than one beneficial owner, click on the “Add Beneficial Owner” button and continue entering their information.
A quick note about community property states (AZ, CA, ID, LA, NV, NM, TX, WA, WI): FinCEN has yet to provide guidance as to how community property laws interact with beneficial ownership and the reporting requirements. My (not legal) opinion and interpretation is that the intent of the CTA is for more reporting rather than less. Meaning, if you have a spouse that owns at least 25% by way of community property law but they don’t exercise any substantial control, it may still be the most prudent to report them as a BOI. Hopefully further guidance is issued in the future. Of course, consult with an attorney.
5. Submit
Finally, the last section of the BOI report is submitting the actual report. The actual individual submitting the report on behalf of the reporting entity must provide their first and last name along with their email address and certify that the information is true, correct, and complete.
6. Download Confirmation
Once you submit the BOIR, it may take a moment to officially register and provide to you a your Submission Status Confirmation. It's strongly recommended that you click on Download Transcript and save a copy for your records.
And that's it! Follow the instructions to complete the BOIR for each of your reporting entities, if you have more than one.
This is not an annual filing. You won't have to do anything in the future until the information changes.
As the process matures, I expect either FinCEN or 3rd parties will begin rolling out improvements that may include more streamlined filing along with notifications about expiring data to ensure timely updates. Stay tuned.
Disclaimer:
This is for informational purposes only and should not be construed as tax, legal, or financial advice. While this information has been provided using reliable sources, the information is subject to change. It is recommended that you seek legal counsel prior to filing.