What Is the BOI Report — And Does Your Small Business Need to File It in 2025?
Daniel Zvi
If you own an LLC or small business in the U.S., there’s a new federal requirement you can’t afford to ignore in 2025: the Beneficial Ownership Information (BOI) Report. Introduced under the Corporate Transparency Act and enforced by FinCEN (the Financial Crimes Enforcement Network), the BOI report is now mandatory for most companies, including single-member LLCs and startups.
So, what is the BOI report, and does your LLC need to file it? In short, it’s a new government filing identifying the real people, beneficial owners, who control or own a company. The goal is to increase transparency and crack down on illegal activity like money laundering or anonymous shell companies.
But the process isn’t just for large corporations or financial firms. Millions of small businesses across the U.S. are now responsible for understanding and submitting this report, and the penalties for missing the deadline can be steep.
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What Is the BOI Report?
The BOI Report, short for Beneficial Ownership Information Report, is a new federal filing required under the Corporate Transparency Act. The rule is enforced by the Financial Crimes Enforcement Network (FinCEN) — a bureau of the U.S. Department of the Treasury that deals with financial crimes like fraud and money laundering.
In Plain Terms:
The BOI report requires businesses to disclose the identities of the “beneficial owners” — the real people who either:
- Own 25% or more of the company, or
- Have substantial control over the company’s operations or decisions
Depending on the company's structure, this includes founders, majority stakeholders, and sometimes managers.
Why It Exists
Until now, many small companies and shell entities could be formed without disclosing who owned or controlled them. This made it easier for bad actors to hide money, evade taxes, or finance illegal activities anonymously.
The goal of the BOI report is to add transparency to business ownership in the U.S. by:
- Creating a national database of true company owners
- Helping law enforcement track financial crimes
- Preventing misuse of anonymous entities
Unlike tax filings, this report goes directly to FinCEN, not the IRS or your state.
The bottom line? If you’ve started a business by registering it with your state, like an LLC or corporation, there’s a good chance you now need to submit a beneficial ownership report in 2025.
Who Needs to File a BOI Report?
If your business was formed by registering with a state, such as an LLC, corporation, or similar entity, then chances are, you’re required to file a BOI report in 2025.
The rule applies to what FinCEN calls “reporting companies,” which include:
- LLCs (single-member and multi-member)
- C-corporations and S-corporations
- Limited partnerships (LPs) and limited liability partnerships (LLPs)
- Any other entity created by filing documents with a state or tribal authority
Yes, if you formed an LLC with your state, you likely need to file a BOI report.
Who’s Exempt?
While most small businesses are included, there are 23 exemption categories outlined by FinCEN. These mostly apply to companies that are already subject to strict federal oversight.
Common exemptions include:
- Large operating companies
- Must have 20+ full-time U.S. employees, $5 million+ in U.S. revenue, and a physical U.S. office
- Publicly traded companies
- Nonprofits, churches, and 501(c) organizations
- Banks, credit unions, securities brokers, and other heavily regulated institutions
- Inactive entities that haven’t done business or held assets in recent years
If your business doesn’t fall into one of these categories, you’re not exempt, which means you're required to file a BOI report.
BOI Filing Requirement Summary
| Business Type / Status | BOI Filing Required? | Notes |
| Single-Member LLC | ✅ Yes | Must file, even if you're the only owner |
| Multi-Member LLC | ✅ Yes | All beneficial owners must be reported |
| Corporation (C-Corp or S-Corp) | ✅ Yes | Applies to most small and mid-sized corporations |
| Limited Partnership (LP / LLP) | ✅ Yes | Must report beneficial owners and controlling persons |
| Sole Proprietorship (no registration) | ❌ No | Not considered a “reporting company” under the law |
| Publicly Traded Company | ❌ Exempt | Already subject to SEC reporting |
| Nonprofit / 501(c) Organization | ❌ Exempt | Must meet IRS exemption criteria |
| Bank or Credit Union | ❌ Exempt | Regulated under separate federal laws |
| Company with 20+ employees, $5M+ revenue, U.S. office | ❌ Exempt | Must meet all three conditions to qualify for this exemption |
| Inactive Entity (no activity, assets, or ownership change since 2020) | ❌ Exempt | Must meet strict IRS-style inactivity requirements |
What Information Is Required in the BOI Report?
Once you know your business needs to file a BOI report, the next step is understanding what information FinCEN requires. Fortunately, the report is fairly straightforward, but it requires personal, verified details about your company and its owners.
Here’s what you’ll need to provide:
Company Information
Every reporting company must include:
- Legal business name
- Any trade names or DBAs
- Business address
- Jurisdiction of formation (e.g., Delaware, California)
- Federal EIN (Employer Identification Number)
Beneficial Owner Information
You’ll need to list each person who owns at least 25% of the company or has substantial control (such as a managing member or director).
For each beneficial owner, you must submit:
- Full legal name
- Date of birth
- Residential address (not a P.O. Box)
- A unique ID number from a government-issued ID
- Typically, a driver’s license or passport
- An image of that ID (must be uploaded)
If your company was formed after January 1, 2024, you must also report information about the “company applicant” — the person who filed the formation paperwork.
Is This Information Public?
No, the data you submit is not made public. It goes directly to FinCEN’s secure system and is only accessible to:
- Federal law enforcement
- Certain state agencies
- Financial institutions performing due diligence (in limited cases)
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Key Filing Deadlines for 2025
The BOI reporting requirements officially kicked in on January 1, 2024, but for many small businesses, the first major deadline hits in 2025. Missing it could mean serious penalties, so it’s critical to know when your report is due.
Here’s a breakdown based on when your company was formed:
Filing Deadlines by Formation Date
| When Your Business Was Formed | BOI Report Deadline | Notes |
| Before January 1, 2024 | January 1, 2025 | One-time filing required — no annual re-filing unless info changes |
| Between January 1 and December 31, 2024 | Within 90 days of formation | Applies to newly formed entities throughout 2024 |
| On or after January 1, 2025 | Within 30 days of formation | Tighter deadline for companies formed in 2025 or beyond |
Updates & Corrections
- If any reported ownership or company details change, you must file an updated BOI report within 30 days.
- This includes:
- Change in beneficial ownership (e.g., adding a partner)
- Change in legal name or address
- Change in company applicant (for entities formed in 2024 or later)
- Corrections to previously submitted errors
Late or Missed Filings
Don’t wait until the deadline. FinCEN has made it clear that non-compliance comes with penalties—up to $500 per day for late filings and even criminal charges for willful violations.
What Happens If You Don’t File the BOI Report?
Failing to submit your BOI report or submitting false or incomplete information isn't something you can brush off. FinCEN has the authority to enforce real penalties, even against small businesses.
Here’s what’s at stake:
Civil Penalties
- Up to $500 per day for each day the violation continues
- Applies to late filings, missing updates, or non-submission
Criminal Penalties
- Up to $10,000 in fines
- Up to 2 years in prison
- Reserved for willful violations or knowingly submitting false information
Conclusion: Stay Compliant and Focus on Growing Your Business
The BOI report is a new piece of red tape — but it’s one you can’t afford to skip. If you formed an LLC, corporation, or similar business in the U.S., chances are you need to file your BOI report in 2025.
Here’s a quick recap:
- If your business was formed before Jan 1, 2024, your deadline is Jan 1, 2025
- If you formed in 2024 or later, you’ll need to file within 90 or 30 days, depending on the date
- The report is filed online, directly through FinCEN
- You’ll need to submit ownership details and valid ID for each beneficial owner
Whether you file yourself or use an online LLC compliance service, the most important thing is not to let this deadline slip past you.
If you’re unsure where to start, look at our top recommended services that offer BOI report filing support as part of their LLC maintenance tools — they can make compliance one less thing to worry about.
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