Starting in 2024 and becoming fully enforceable in 2026, Beneficial Ownership Information (BOI) reporting under FinCEN has become one of the most overlooked yet high-risk compliance requirements for US LLCs—especially foreign-owned and small businesses.
Missing this filing doesn’t just cause delays. It can trigger civil penalties of up to $500 per day and even criminal consequences in extreme cases.
This guide explains what BOI reporting is, who must file, deadlines, and common mistakes to avoid.
What Is BOI Reporting?
BOI reporting is a mandatory disclosure to the Financial Crimes Enforcement Network (FinCEN) under the Corporate Transparency Act (CTA).
The goal is simple:
- Increase transparency
- Prevent money laundering
- Identify real owners behind US entities
It is not a tax filing, but it is a federal compliance requirement.
Who Must File BOI in 2026?
Most small US entities are required to file, including:
- Single-Member LLCs
- Multi-Member LLCs
- Foreign-owned US LLCs
- Corporations (C-Corp & S-Corp)
- Partnerships registered in the US
Exempt Entities (Limited)
- Large operating companies (20+ employees, physical US office, $5M+ revenue)
- Banks, insurance companies
- Publicly traded companies
⚠️ Most startups, holding companies, and real estate LLCs are NOT exempt
BOI Filing Deadlines (Critical)
| Entity Formation Date | BOI Deadline |
|---|---|
| Before Jan 1, 2024 | By Jan 1, 2025 |
| During 2024 | Within 90 days of formation |
| On or after Jan 1, 2025 | Within 30 days of formation |
| Any changes in ownership | Within 30 days of change |
What Information Must Be Reported?
Company Details
- Legal name
- US address
- EIN
- State of formation
Beneficial Owner Details
- Full legal name
- Date of birth
- Residential address
- Passport or government ID number
- Image of ID document
A beneficial owner is anyone who:
- Owns 25% or more, or
- Exercises substantial control
BOI Reporting for Foreign-Owned US LLCs
Foreign founders must pay special attention because:
- Passport details are mandatory
- US registered agent ≠ beneficial owner
- Even zero-income LLCs must file
- BOI is required even if Form 5472 is filed
👉 BOI reporting is separate from IRS filings
Penalties for Non-Compliance
Failing to file or filing incorrect BOI can result in:
- $500 per day civil penalty
- Up to $10,000 fine
- Criminal penalties (up to 2 years imprisonment) for willful violations
There is no automatic IRS notice—penalties accrue silently.
Common BOI Mistakes to Avoid
- Assuming CPA or registered agent filed it
- Confusing BOI with tax returns
- Not updating ownership changes
- Using business address instead of residential address
- Ignoring BOI for dormant LLCs
How BOI Impacts Ongoing Compliance
BOI reporting now sits alongside:
👉 Missing BOI can block:
- Bank compliance
- Due diligence
- Entity sales or restructuring
read more: Real Estate Professional Status: How REPS Cuts Taxes in 2026
Conclusion
BOI reporting is not optional, not temporary, and not a one-time checkbox.
For many founders, it’s the first federal compliance obligation outside the IRS.
If your US LLC exists—you must confirm BOI compliance in 2026.
A simple filing today can prevent thousands in penalties tomorrow.
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