Beneficial Ownership Information Report
Quick Reference

A Handy Summary of Key Lists

This page replicates vital lists which appear on various pages of this website. By combining them here, we provide a one-page guide for quick reference.

What businesses are exempt from the Beneficial Ownership Information Report?

  1. Inactive Entities which meet specific criteria
  2. Businesses with more than 20 fulltime employees AND revenue of more than $5 million in the previous year
  3. Sole proprietorships (even if they use a DBA or assumed name)
  4. Governmental Authorities
  5. Banks
  6. Credit Unions
  7. Large Operating Companies
  8. Securities Reporting Issuers
  9. Depository Institution Holding Companies
  10. Money Transmitter or Other Service Businesses
  11. Brokers or Dealers in Securities
  12. Other Exchange Act Registered Entities
  13. Securities Exchanges and Clearing Agencies
  14. Investment Companies or Investment Advisers
  15. Insurance Companies
  16. State-licensed Insurance Producers
  17. Commodity Exchange Act Registered Entities
  18. Public Accounting Firms
  19. Public Utilities
  20. Financial Market Utilities
  21. U.S. Pooled Investment Vehicles
  22. Tax-Exempt Entities
  23. Entities Assisting a Tax-Exempt Entity
  24. Subsidiaries of Certain Exempt Entities
  25. Venture Capital Fund Advisers

What criteria determine whether an inactive businesses is exempt from filing?

The fact that an entity is not currently conducting business does not automatically exempt it from filing the Beneficial Ownership Information Report. To qualify as inactive under the Corporate Transparency Act, the entity must meet the following criteria:

  1. Existed as a legally-recognized entity prior to or on January 1, 2020
  2. Is not currently engaged in any type of commerce or business
  3. Has no foreign ownership, either partially or wholly, whether directly or indirectly
  4. During the preceding twelve months
    • Had no changes in ownership
    • Received or sent no funds in an amount greater thatn $1,000
  5. Holds no assets of any kind, either domestically or abroad, including any ownership interest in non-U.S. companies

Businesses not meeting all six of these criteria are required to file.

What penalties can be incurred for non-compliance?

The Corporate Transparency Act imposes both civil fines and criminal penalties for non-compliance with Beneficial Ownership Information Reporting requirements.

Civil fines can be as much as $500 per day. Criminal convictions can incur a $10,000 penalty and/or two years in prison.

What developments trigger the need to update a previous beneficial ownership filing?

Required updates of the BOI are not periodic, but episodic. That is, the update must be filed within 30 days whenever any of the following transpires with a beneficial owner:

  • any change in residential address
  • a name change due to marriage
  • restoration of a former name after a divorce or annulment
  • a court decree granting a new name
  • replacement of the ID currently on file with FINCEN
  • death of the beneficial owner

Updates are also required whenever the company's roster of beneficial owners changes as a result of:

  • promotions or realigned duties that change the beneficial ownership profile of the company
  • resignations, retirements, or terminations of beneficial owners
  • certain changes in voting rights
  • transitions of beneficial owners into roles not deemed to meet the criteria for beneficial ownership
  • addition of beneficial owners through inheritance or action of a court
  • purchases or grants of equity which give an investor at least 25% financial ownership or voting rights of the entity
  • in community property states, the marriage or divorce of an investor with at least 25% ownership of the entity; or the death of the investor's spouse
  • mergers, acquisitions, or reorganizations which alter the makeup of the entity's beneficial ownership
  • attainment of majority by a minor who is a beneficial owner