The Corporate Transparency Act Frequently Asked Questions

We received a lot of questions about the Corporate Transparency Act and we have pulled together a list of frequently asked questions (FAQs) in response to inquiries received. 

One of the more frequently asked questions: 

When must companies file?  

There are different filing timeframes depending on when an entity is registered/formed or if there is a change to the beneficial owner’s information.  

• New entities (created/registered in 2024) — must file within 90 days  
• New entities (created/registered after 12/31/2024) — must file within 30 days  
• Existing entities (created/registered before 1/1/2024) — must file by 1/1/2025   
• Reporting companies that have changes to previously reported information or discover inaccuracies in previously filed reports — must file within 30 days  

If you’d like help filing, SDO CPA will assist our clients with the BOI reporting requirement. Click here to get started.

Beneficial Ownership Information Reporting – Frequently Asked Questions 

These FAQs are explanatory only and do not supplement or modify any obligations imposed by statute or regulation.  

What is beneficial ownership information? 

Beneficial ownership information refers to identifying information about the individuals who directly or indirectly own or control a company. 

Why do companies have to report beneficial ownership information to the U.S. Department of the Treasury? 

In 2021, Congress passed the Corporate Transparency Act on a bipartisan basis. This law creates a new beneficial ownership information reporting requirement as part of the U.S. government’s efforts to make it harder for bad actors to hide or benefit from their ill-gotten gains through shell companies or other opaque ownership structures. 

Under the Corporate Transparency Act, who can access beneficial ownership information? 

FinCEN will permit Federal, State, local, and Tribal officials, as well as certain foreign officials who submit a request through a U.S. Federal government agency, to obtain beneficial ownership information for authorized activities related to national security, intelligence, and law enforcement. Financial institutions will also have access to beneficial ownership information in certain circumstances, with the consent of the reporting company. Those financial institutions’ regulators will also have access to beneficial ownership information when they supervise the financial institutions. 

FinCEN is developing the rules that will govern access to and handling of beneficial ownership information. Beneficial ownership information reported to FinCEN will be stored in a secure, non-public database using rigorous information security methods and controls typically used in the Federal government to protect non-classified yet sensitive information systems at the highest security level. FinCEN will work closely with those authorized to access beneficial ownership information to ensure that they understand their roles and responsibilities to ensure that the reported information is used only for authorized purposes and handled in a way that protects its security and confidentiality. 

When do I need to report my company’s beneficial ownership information to FinCEN? 

A reporting company created or registered to do business before January 1, 2024, will have until January 1, 2025 to file its initial beneficial ownership information report. 

A reporting company created or registered on or after January 1, 2024, and before January 1, 2025, will have 90 calendar days after receiving notice of the company’s creation or registration to file its initial BOI report. This 90-calendar 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. 

Reporting companies created or registered on or after January 1, 2025, will have 30 calendar days from actual or public notice that the company’s creation or registration is effective to file their initial BOI reports with FinCEN. 

What companies will be required to report beneficial ownership information to FinCEN? 

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. 
• Foreign reporting companies are entities (including corporations and limited liability companies) formed under the law 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. 

There are 23 types of entities that are exempt from the reporting requirements. Carefully review the qualifying criteria before concluding that your company is exempt. 

Are some companies exempt from the reporting requirement? 

Yes, 23 types of entities are exempt from the beneficial ownership information reporting requirements. These entities include publicly traded companies meeting specified requirements, many nonprofits, and certain large operating companies. 

The following table summarizes the 23 exemptions: 

Is a sole proprietorship a reporting company? 

No, unless a sole proprietorship was created (or, if a foreign sole proprietorship, registered to do business) in the United States by filing a document with a secretary of state or similar office. An entity is a reporting company only if it was created (or, if a foreign company, registered to do business) in the United States by filing such a document. Filing a document with a government agency to obtain (1) an IRS employer identification number, (2) a fictitious business name, or (3) a professional or occupational license does not create a new entity, and therefore does not make a sole proprietorship filing such a document a reporting company. 

Who is a beneficial owner of a reporting company? 

A beneficial owner is an individual who either directly or indirectly: (1) exercises substantial control (see Question D.2) over the reporting company, or (2) owns or controls at least 25% of the reporting company’s ownership interests (see Question D.4). 

Who is a company applicant of a reporting company? 

Only reporting companies created or registered on or after January 1, 2024, will need to report their company applicants. 

A company that must report its company applicants will have only up to two individuals who could qualify as company applicants: 

1. The individual who directly files the document that creates or registers the company; and 

2. If more than one person is involved in the filing, the individual who is primarily responsible for directing or controlling the filing. 

Will a reporting company need to report any other information in addition to information about its beneficial owners? 

Yes. The information that needs to be reported, however, depends on when the company was created or registered. 

• If a reporting company is created or registered on or after January 1, 2024, the reporting company will need to report information about itself, its beneficial owners, and its company applicants. 
• If a reporting company was created or registered before January 1, 2024, the reporting company only needs to provide information about itself and its beneficial owners. The reporting company does not need to provide information about its company applicants. 

What information will a reporting company have to report about itself? 

A reporting company will have to report: 

1. Its legal name; 

2. Any trade names, “doing business as” (d/b/a), or “trading as” (t/a) names; 

3. The current street address of its principal place of business if that address is in the United States (for example, a U.S. reporting company’s headquarters), or, for reporting companies whose principal place of business is outside the United States, the current address from which the company conducts business in the United States (for example, a foreign reporting company’s U.S. headquarters); 

4. Its jurisdiction of formation or registration; and 

5. Its Taxpayer Identification Number (or, if a foreign reporting company has not been issued a TIN, a tax identification number issued by a foreign jurisdiction and the name of the jurisdiction). 

A reporting company will also have to indicate whether it is filing an initial report, or a correction or an update of a prior report. 

What information will a reporting company have to report about its beneficial owners? 

For each individual who is a beneficial owner, a reporting company will have to provide: 

1. The individual’s name; 

2. Date of birth; 

3. Residential address; and 

4. An identifying number from an acceptable identification document such as a passport or U.S. driver’s license, and the name of the issuing state or jurisdiction of identification document (for examples of acceptable identification, see Question F.5). 

The reporting company will also have to report an image of the identification document used to obtain the identifying number in item 4. 

What information will a reporting company have to report about its company applicants? 

For each individual who is a company applicant, a reporting company will have to provide: 

1. The individual’s name; 

2. Date of birth; 

3. Address; and 

4. An identifying number from an acceptable identification document such as a passport or U.S. driver’s license, and the name of the issuing state or jurisdiction of identification document (for examples of acceptable identification, see Question F.5). 

The reporting company will also have to report an image of the identification document used to obtain the identifying number in item 4. 

If the company applicant works in corporate formation—for example, as an attorney or corporate formation agent—then the reporting company must report the company applicant’s business address. Otherwise, the reporting company must report the company applicant’s residential address. 

FinCEN’s Small Entity Compliance Guide includes a checklist to help identify the information required to be reported (see Chapter 4.1, “What information should I collect about my company, its beneficial owners, and its company applicants?”). 

What are some acceptable forms of identification that will meet the reporting requirement? 

The only acceptable forms of identification are: 

1. A non-expired U.S. driver’s license (including any driver’s licenses issued by a commonwealth, territory, or possession of the United States); 

2. A non-expired identification document issued by a U.S. state or local government, or Indian Tribe; 

3. A non-expired passport issued by the U.S. government; or 

4. A non-expired passport issued by a foreign government (only when an individual does not have one of the other three forms of identification listed above). 

What information will a reporting company have to report about its company applicants? 

For each individual who is a company applicant, a reporting company will have to provide: 

1. The individual’s name; 

2. Date of birth; 

3. Address; and 

4. An identifying number from an acceptable identification document such as a passport or U.S. driver’s license, and the name of the issuing state or jurisdiction of identification document (for examples of acceptable identification, see Question F.5). 

The reporting company will also have to report an image of the identification document used to obtain the identifying number in item 4. 

If the company applicant works in corporate formation—for example, as an attorney or corporate formation agent—then the reporting company must report the company applicant’s business address. Otherwise, the reporting company must report the company applicant’s residential address. 

FinCEN’s Small Entity Compliance Guide includes a checklist to help identify the information required to be reported (see Chapter 4.1, “What information should I collect about my company, its beneficial owners, and its company applicants?”). 

What are some acceptable forms of identification that will meet the reporting requirement? 

The only acceptable forms of identification are: 

1. A non-expired U.S. driver’s license (including any driver’s licenses issued by a commonwealth, territory, or possession of the United States); 

2. A non-expired identification document issued by a U.S. state or local government, or Indian Tribe; 

3. A non-expired passport issued by the U.S. government; or 

4. A non-expired passport issued by a foreign government (only when an individual does not have one of the other three forms of identification listed above). 

Can a reporting company report a P.O. box as its current address? 

No. The reporting company address must be a U.S. street address and cannot be a P.O. box. 

When do I have to file an initial beneficial ownership information report with FinCEN? 

If your company existed before January 1, 2024, it must file its initial beneficial ownership information report by January 1, 2025. 

If your company was created or registered on or after January 1, 2024, and before January 1, 2025, then it must file its initial beneficial ownership information report within 90 calendar days after receiving actual or public notice that its creation or registration is effective. Specifically, this 90-calendar 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. 

If your company was created or registered on or after January 1, 2025, it must file its initial beneficial ownership information report within 30 calendar days after receiving actual or public notice that its creation or registration is effective.  

When do I have to file an initial beneficial ownership information report with FinCEN? 

If your company existed before January 1, 2024, it must file its initial beneficial ownership information report by January 1, 2025. 

If your company was created or registered on or after January 1, 2024, and before January 1, 2025, then it must file its initial beneficial ownership information report within 90 calendar days after receiving actual or public notice that its creation or registration is effective. Specifically, this 90-calendar 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. 

If your company was created or registered on or after January 1, 2025, it must file its initial beneficial ownership information report within 30 calendar days after receiving actual or public notice that its creation or registration is effective.  

Should an initial BOI report include historical beneficial owners of a reporting company, or only beneficial owners as of the time of filing? 

An initial BOI report should only include the beneficial owners as of the time of the filing. Reporting companies should notify FinCEN of changes to beneficial owners and related BOI through updated reports. 

What should I do if previously reported information changes? 

If there is any change to the required information about your company or its beneficial owners in a beneficial ownership information report that your company filed, your company must file an updated report no later than 30 days after the date of the change. 

A reporting company is not required to file an updated report for any changes to previously reported information about a company applicant. 

What should I do if previously reported information changes? 

If there is any change to the required information about your company or its beneficial owners in a beneficial ownership information report that your company filed, your company must file an updated report no later than 30 days after the date of the change. 

A reporting company is not required to file an updated report for any changes to previously reported information about a company applicant. 

If a reporting company needs to update one piece of information on a BOI report, such as its legal name, does the reporting company have to fill out an entire new BOI report? 

Updated BOI reports will require all fields to be submitted, including the updated pieces of information. For example, if a reporting company changes its legal name, the reporting company will need to file an updated BOI report to include the new legal name and the previously reported, unchanged information about the company, its beneficial owners, and, if required, its company applicants. 

A reporting company that filed its prior BOI report using the fillable PDF version may update its saved copy and resubmit to FinCEN. If a reporting company used FinCEN’s web-based application to submit the previous BOI report, it will need to submit a new report in its entirety by either accessing FinCEN’s web-based application to complete and file the BOI report, or by using the PDF option to complete the BOI report and upload to the BOI e-Filing application. 

If a reporting company needs to update one piece of information on a BOI report, such as its legal name, does the reporting company have to fill out an entire new BOI report? 

Updated BOI reports will require all fields to be submitted, including the updated pieces of information. For example, if a reporting company changes its legal name, the reporting company will need to file an updated BOI report to include the new legal name and the previously reported, unchanged information about the company, its beneficial owners, and, if required, its company applicants. 

A reporting company that filed its prior BOI report using the fillable PDF version may update its saved copy and resubmit to FinCEN. If a reporting company used FinCEN’s web-based application to submit the previous BOI report, it will need to submit a new report in its entirety by either accessing FinCEN’s web-based application to complete and file the BOI report, or by using the PDF option to complete the BOI report and upload to the BOI e-Filing application. 

If I own a group of related companies, can I consolidate employees across those companies to meet the criteria of a large operating company exemption from the reporting company definition? 

No. The large operating company exemption requires that the entity itself employ more than 20 full-time employees in the United States and does not permit consolidation of this employee count across multiple entities. 

If you’d like help filing, SDO CPA will assist our clients with the BOI reporting requirement. Click here to get started.