A Beneficial Ownership Information (BOI) Report is a filing requirement under the Corporate Transparency Act (CTA) in the United States. The report is submitted to the Financial Crimes Enforcement Network (FinCEN), a bureau of the U.S. Department of the Treasury. The primary purpose of the BOI Report is to provide information about the "beneficial owners" of certain business entities, which include corporations, limited liability companies (LLCs), and other similar entities.

A "beneficial owner" in this context is generally defined as an individual who, directly or indirectly, either owns a significant stake (usually 25% or more) in the company or has substantial control over the company. The BOI Report is designed to identify the real individuals behind business entities, rather than just the legal entities themselves.

Specifically, the BOI Report requires the disclosure of:

• The full legal name, date of birth, current residential or business address, and an identification number (such as a passport or driver's license number) for each beneficial owner.
• Information about the reporting company itself, including its name, address, and the nature of its business activities.

The main goal of the BOI Report is to enhance transparency and prevent the misuse of U.S. businesses for illicit purposes such as money laundering, terrorist financing, and tax evasion. Companies subject to the CTA are obligated to file a BOI Report and update the information within a certain time frame if there are any changes. Failure to comply can result in civil and criminal penalties.

Domestic and Foreign Entities that are in existence as of January 1, 2024 or that are formed on or after January 1, 2024.

• Domestic Reporting Company: a corporation; a limited liability company; or other entity that is created by the filing of a document with a secretary of state or any similar office under the law of a state or Indian tribe
• Foreign Reporting Company: any entity that is a corporation, limited liability company, or other entity that is formed under the law of a foreign country and that is registered to do business in the United States by the filing of a document with a secretary of state or equivalent office under the law of a state or Indian tribe.

BOI (Beneficial Ownership Interest) Reports filed with FinCEN will report the identity of two categories of individuals as they relate to the Reporting Entity:

• the beneficial owners of the entity (required by all existing and new entities)

and

• the “company applicant” of the entity (individuals (up to 2) who have filed an application with specified governmental authorities to create the entity or register it to do business. (required only by new entities formed on or after January 1, 2024)

A Beneficial Ownership Information (BOI) reports four pieces of information about the Beneficial Owners, and in some cases, the Company Applicants

1. the individual's full legal name
2. date of birth
3. current residential or business street address
4. a unique identifying number from an acceptable identification document ( g., a passport)—or the individual's FinCEN identifier

Details on the Reporting Company Information to be Provided:

• Full legal name
• Any trade name or "doing business as" name
• Complete current address:
  • For US-based companies: Street address of the principal place of business
  • For non-US-based companies: Street address of the primary location in the US where the company conducts business
• State, Tribal, or foreign jurisdiction of formation (For foreign reporting companies: The State or Tribal jurisdiction where the company first registers)
• IRS Taxpayer Identification Number (TIN) or Employer Identification Number (EIN), or for foreign companies without a TIN, a tax identification number issued by a foreign jurisdiction

Beneficial Owner Information ( For every individual who is a beneficial owner of such reporting company) AND Company Applicant Information (up to 2 persons)

• Full legal name
• Date of birth
• Complete current address
• A unique identifying number from one of the following:
  • A non-expired US-issued passport
  • A non-expired identification document issued by a State, local government, or Indian tribe
  • A non-expired driver's license issued by a State
  • A non-expired passport issued by a foreign government (if the individual does not possess any of the documents above)
• An image of the document from which the unique identifying number was obtained

For companies formed after January 1, 2024, they must also provide information for up to 2 company applicants:

Company Applicant Information

• Full legal name
• Date of birth
• Complete current address
  • In the case of a company applicant who forms or registers an entity during such company applicant's business, the street address of such business; or
  • In any other case, the individual's residential street address
• A unique identifying number from one of the following:
  • A non-expired US-issued passport
  • A non-expired identification document issued by a State, local government, or Indian tribe
  • A non-expired driver's license issued by a State
  • A non-expired passport issued by a foreign government (if the individual does not possess any of the documents above)