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). Because beneficial owners must be individuals (i.e., natural persons), trusts, corporations, or other legal entities are not considered to be beneficial owners. However, in specific circumstances, information about an entity may be reported in lieu of information about a beneficial owner (see Question D.12).

FinCEN’s Small Entity Compliance Guide provides checklists and examples that may assist in identifying beneficial owners (see Chapter 2.3 “What steps can I take to identify my company’s beneficial owners?”).

[Updated April 18, 2024]

1. How many beneficial owners can a reporting company have?An individual might be a beneficial owner through substantial control, ownership interests, or both. A reporting company can have multiple beneficial owners; there is no maximum number of beneficial owners who must be reported.[Issued October 3, 2024]
2. What if a reporting company does not have any individuals who own or control at least 25 percent?FinCEN expects that every reporting company will be substantially controlled by one or more individuals, and therefore that every reporting company will be able to identify and report at least one beneficial owner 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 other entities created by filing a document with a secretary of state or 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 filing a document with a secretary of state or similar office.

There are 23 types of entities that are exempt from the reporting requirements. FinCEN’s Small Entity Compliance Guide includes a comprehensive table of those entity types and checklists for each of the 23 exemptions that may help determine whether a company meets an exemption.

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.

If you are required to report your company’s beneficial ownership information to FinCEN, you will do so electronically through a secure filing system available via FinCEN’s BOI E-Filing website here.

Anyone a reporting company authorizes to act on its behalf—such as an employee, owner, or professional service provider (law firm, CPA) —may file a BOI report on the reporting company’s behalf.

When submitting the BOI report, individual filers should be prepared to provide basic contact information about themselves, including their name and email address. The person filing the BOI report, including a third-party service provider, must certify on behalf of the reporting company that the information is true, correct, and complete.

Yes, William Vaughan Company can assist with the initial reporting on your behalf. We offer several engagement options tailored to meet your specific needs. To learn more, we encourage you to connect with our team by completing the form on this page.

You have sole responsibility for assessing your Report for compliance with the Act prior or subsequent to its submission to FinCEN. You (including your successors) are and shall at all times remain responsible for all future compliance with the Act, including any change to a Report submitted which may be required under the Act. Unless separately engaged to do so, we shall have no responsibility to: correct, amend, or re-submit the Report; alert you to situations where the Act requires you to correct, amend, or re-submit the Report; or inquire as to whether any event has occurred which may necessitate correction, amendment, or re-submission of the Report. We shall have no liability for your failure to correct, amend, or re-submit any report as required under the Act.