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Decoding BOI Obligations Under the Corporate Transparency Act

07/01/2025

The Corporate Transparency Act (CTA) has introduced new Beneficial Ownership Information (BOI) reporting requirements that impact many U.S. businesses. Effective January 1, 2024, the law requires companies to report details about their ownership to the Financial Crimes Enforcement Network (FinCEN) to improve transparency and prevent financial crimes.

Understanding these obligations is essential for small business owners to avoid penalties and stay compliant.

Who Needs to File a BOI Report?

Most LLCs, corporations, and other private entities must submit a BOI report unless they qualify for an exemption. Businesses that are already subject to strict federal oversight—such as banks, credit unions, and publicly traded companies—are generally exempt.

If your business is privately owned and registered with a state, it is likely required to file.

Who is Considered a Beneficial Owner?

A beneficial owner is anyone who:

  • Owns 25% or more of the company, OR
  • Has substantial control over business decisions.

The BOI report must include details about each beneficial owner, such as:

  • Full legal name
  • Date of birth
  • Residential address
  • Government-issued ID number (such as a passport or driver’s license)

Additionally, newly registered businesses must provide information on company applicants—the individuals who filed the formation documents.

BOI Filing Deadlines and Updates

The timeline for filing depends on when a business was established:

  • Businesses formed before January 1, 2024: Must file by January 1, 2025.
  • Businesses formed after January 1, 2024: Must file within 90 days of registration.
  • Changes in ownership or reporting details: Must be updated within 30 days.

What Happens If a Business Fails to Comply?

Ignoring BOI filing obligations can lead to serious penalties, including:

  • Fines of up to $500 per day for ongoing violations
  • Criminal penalties, including potential legal action for intentional non-compliance

Since BOI reporting is not an annual requirement, businesses only need to file once unless there are changes to ownership or key details.

How to Stay Compliant with BOI Requirements

  1. Determine If Your Business Must File
    Review your company’s structure and ownership to see if the CTA applies.
  2. Gather Required Information
    Make sure all beneficial owner details are collected and properly documented.
  3. File Reports Through FinCEN’s Online System
    All submissions must be made electronically through FinCEN’s secure portal.
  4. Keep Records Up to Date
    Any changes in ownership, leadership, or company information must be reported within 30 days.
  5. Work with a Compliance Advisor
    Managing government filings can be complex. Partnering with a trusted advisory firm like Perpetual CPA LLP ensures accuracy and peace of mind.

Stay Ahead of BOI Compliance

The Corporate Transparency Act introduces new compliance requirements for many businesses. Understanding who must file, what information is needed, and when reports are due is essential for avoiding fines and legal risks.

For assistance with BOI filing and CTA compliance, visit www.perpetualcpa.com.

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