The new Federal Corporate Transparency Act requires certain domestic and foreign business entities, including LLCs and Corporations and other businesses registered with your Secretary of State (DBA, Fictitious Name, Partnership, etc.) to file a business information report to avoid civil and criminal penalties. We can ensure your company properly and timely meets FinCEN BOI requirements at one of the following rates: $99 at the time we incorporate you, $149 for companies we previously registered on your behalf, and $199 for businesses not registered by us.

Nick Spradlin, Esq. has 23 years of experience keeping clients compliant with Federal obligations, including those required by the FinCEN Federal Agency. It is our duty to Understand new laws that carry criminal and civil penalties that have potential adverse consequences, including steep financial fines and potential incarceration. We remove the burden of filing and the worry that comes with it. With our experience we will make this reporting requirement both easy and accurate.

Filed by an Attorney with 23 years of Experience in dealing with FinCEN compliance obligations, you may rest assured that your Beneficial Ownership Report has been filed timely and accurately. After all of your required data has been relayed to FinCEN, we will forward you confirmation of the completed report.

Efficient Legal Services

The new Federal Corporate Transparency Act requires certain domestic and foreign business entities, including LLCs and Corporations and other businesses registered with your Secretary of State (DBA, Fictitious Name, Partnership, etc.) to file a business information report to avoid civil and criminal penalties. We can ensure your company meets FinCEN (BOI) compliance now!

Get Compliant and Stay Compliant

With our Professional Legal help you will fulfill your obligations with the Financial Crimes Enforcement Network (FinCEN). We will submit your Beneficial Ownership Information Report, disclosing the necessary information about the individuals who control and/or own your business. Thereafter, if you make any changes to your company ownership or control or other particulars, you may hire us again to file any additional compliance reports with FinCEN.

Choosing our law firm to file your Beneficial Ownership Information Report offers the advantage of leveraging years of experience in FinCEN compliance and reporting.

An individual might be a beneficial owner through substantial control, ownership interests, or both. A reporting company can have multiple beneficial owners. For example, a reporting company could have one beneficial owner who exercises substantial control over the reporting company and a few other beneficial owners who own or control at least 25 percent of the ownership interests of the reporting company. A reporting company could have one beneficial owner who both exercises substantial control and owns or controls at least 25 percent of the ownership interests of the reporting company. There is no maximum number of beneficial owners who must be reported. The complexity of this process is precisely why you can trust in our 23 years of experience in navigating FinCEN regulation to handle the filing for you.

What steps will we take to identify your company’s beneficial owners?

We can identify beneficial owners by having a Q&A session with you and then reviewing your business documents. This will enable us to take the following steps:

Step 1: We will identify individuals who exercise substantial control over your company.

Step 2: We will Identify the types of ownership interests in your company and the individuals that hold those ownership interests.

Step 3: We will calculate the percentage of ownership interests held directly or indirectly by individuals to identify individuals who own or control, directly or indirectly, at least 25 percent of the ownership interests of the company.

So What is the Beneficial Information Reporting Requirement?

In 2021, Congress enacted the Corporate Transparency Act. This law creates a beneficial ownership information reporting requirement as part of the U.S. government’s efforts to make it harder for bad actors to hide or benefit from their ill-gotten gains through shell companies or other opaque ownership structures. Beginning on January 1, 2024, many companies in the United States will have to report information about their beneficial owners, i.e., the individuals who ultimately own or control the company. They will have to report the information to the Financial Crimes Enforcement Network (FinCEN). FinCEN is a bureau of the U.S. Department of the Treasury.

Who is a Beneficial Owner?

A beneficial owner is any individual who, directly or indirectly: • Exercises substantial control over a reporting company; • OR • Owns or controls at least 25 percent of the ownership interests of a reporting company. An individual might be a beneficial owner through substantial control, ownership interests, or both. A reporting company can have multiple beneficial owners. For example, a reporting company could have one beneficial owner who exercises substantial control over the reporting company and a few other beneficial owners who own or control at least 25 percent of the ownership interests of the reporting company. A reporting company could have one beneficial owner who both exercises substantial control and owns or controls at least 25 percent of the ownership interests of the reporting company. There is no maximum number of beneficial owners who must be reported. 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.

What happens if my company does not report BOI in the required timeframe?

Failure to report complete or updated beneficial ownership information to FinCEN, or the willful provision of or attempt to provide false or fraudulent beneficial ownership information may result in civil or criminal penalties, including civil penalties of up to $500 for each day that the violation continues, or criminal penalties including imprisonment for up to two years and/or a fine of up to $10,000. Senior officers of an entity that fails to file a required BOI report may be held accountable for that failure. Providing false or fraudulent beneficial ownership information could include providing false identifying information about an individual identified in a BOI report, such as by providing a copy of a fraudulent identifying document. Additionally, a person may be subject to civil and/or criminal penalties for willfully causing a company not to file a required BOI report or to report incomplete or false beneficial ownership information to FinCEN. For example, an individual who qualifies as a beneficial owner or a company applicant might refuse to provide information, knowing that a company would not be able to provide complete beneficial ownership information to FinCEN without it. Also, an individual might provide false information to a company, knowing that information is meant to be reported to FinCEN.

When should my company file its initial BOI report?

If your company already exists as of January 1, 2024, it must file its initial BOI report by December 31st, 2024. If your company is created or registered to do business in the United States on or after January 1, 2024, and before January 1st, 2025, it will have 90 calendar days after receiving actual or public notice that the company’s creation or registration is effective to file its initial BOI report. Specifically, 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. If your company is created or registered on or after January 1, 2025, it will have 30 calendar days from actual or public notice that its creation or registration is effective to file its initial BOI report. For example, your company may receive actual notice that its creation or registration is effective through a direct communication from the secretary of state or similar office. Your company could also receive public notice that its creation or registration is effective because it appears on a publicly accessible registry maintained by the secretary of state or similar office. Notice practices will vary by jurisdiction. If a jurisdiction provides both actual and public notice, the timeline for when an initial BOI report is due starts on the earlier of the two dates notice is received.

How are Corporations, LLCs, Nonprofits and Sole Proprietorships affected by the FinCEN Beneficial Ownership Information Reporting Rule?

Those who control and own 25% of a for-profit corporation or LLC will typically need to file the Information Report. Nonprofits with 501c3 tax exemption or equivalent exemption may be exempt from filing the Information Report. However, if a nonprofit does not have tax exempt status they will need to file the Information Report. Sole Proprietorships that are filed with a Secretary of State will need to file the Information Report.

A. General Questions

A. 1. What is beneficial ownership information?
A. 2. Why do companies have to report beneficial ownership information to the U.S. Department of the Treasury?
A. 3. Under the Corporate Transparency Act, who can access beneficial ownership information?
A. 4. How will companies become aware of the BOI reporting requirements?


B. Reporting Process

B. 1. Should my company report beneficial ownership information now?
B. 2. When do I need to report my company’s beneficial ownership information to FinCEN?
B. 3. When will FinCEN accept beneficial ownership information reports?
B. 4. Will there be a fee for submitting a beneficial ownership information report to FinCEN?
B. 5. How will I report my company’s beneficial ownership information?
B. 6. Where can I find the form to report?
B. 7. Is a reporting company required to use an attorney or a certified public accountant (CPA) to submit beneficial ownership information to FinCEN?
B. 8. Who can file a BOI report on behalf of a reporting company, and what information will be collected on filers?


C. Reporting Company

C. 1. What companies will be required to report beneficial ownership information to FinCEN?
C. 2. Are some companies exempt from the reporting requirement?
C. 3. Are certain corporate entities, such as statutory trusts, business trusts, or foundations, reporting companies?
C. 4. Is a trust considered a reporting company if it registers with a court of law for the purpose of establishing the court’s jurisdiction over any disputes involving the trust?
C. 5. Does the activity or revenue of a company determine whether it is a reporting company?
C. 6. Is a sole proprietorship a reporting company?
C. 7. Can a company created or registered in a U.S. territory be considered a reporting company?


D. Beneficial Owner

D. 1. Who is a beneficial owner of a reporting company?
D. 2. What is substantial control?
D. 3. One of the indicators of substantial control is that the individual is an important decision-maker. What are important decisions?
D. 4. What is an ownership interest?
D. 5. Who qualifies for an exception from the beneficial owner definition?
D. 6. Is my accountant or lawyer considered a beneficial owner?
D. 7. What information should a reporting company report about a beneficial owner who holds their ownership interests in the reporting company through multiple exempt entities?
D. 8. Is an unaffiliated company that provides a service to the reporting company by managing its day-to-day operations, but does not make decisions on important matters, a beneficial owner of the reporting company?
D. 9. Is a member of a reporting company’s board of directors always a beneficial owner of the reporting company?
D. 10. Is a reporting company’s designated “partnership representative” or “tax matters partner” a beneficial owner?
D. 11. What should a reporting company report if its ownership is in dispute?
D. 12. Who does a reporting company report as a beneficial owner if a corporate entity owns or controls 25 percent or more of the ownership interests of the reporting company?


E. Company Applicant

E. 1. Who is a company applicant of a reporting company?
E. 2. Which reporting companies are required to report company applicants?
E. 3. Is my accountant or lawyer considered a company applicant?
E. 4. Can a company applicant be removed from a BOI report if the company applicant no longer has a relationship with the reporting company?
E. 5. The company applicants of a reporting company include the individual “primarily responsible for directing the filing of the creation or registration document.” What makes an individual “primarily responsible” for directing such a filing?
E. 6. Is a third-party courier or delivery service employee who only delivers documents that create or register a reporting company a company applicant?
E. 7. If an individual used an automated incorporation service, such as through a website or online platform, to file the creation or registration document for a reporting company, who is the company applicant?


F. Reporting Requirements

F. 1. Will a reporting company need to report any other information in addition to information about its beneficial owners?
F. 2. What information will a reporting company have to report about itself?
F. 3. What information will a reporting company have to report about its beneficial owners?
F. 4. What information will a reporting company have to report about its company applicants?
F. 5. What are some acceptable forms of identification that will meet the reporting requirement?
F. 6. Is there a requirement to annually report beneficial ownership information?
F. 7. Does a reporting company have to report information about its parent or subsidiary companies?
F. 8. Can a reporting company report a P.O. box as its current address?
F. 9. Have I met FinCEN’s BOI reporting obligation if I filed a form or report that provides beneficial ownership information to a state office, a financial institution, or the IRS?
F. 10. If a beneficial owner or company applicant’s acceptable identification document does not include a photograph for religious reasons, will FinCEN accept the identification document without the photograph?
F. 11. What residential address should be reported if a reporting company is required to a report individual’s residential address, but that an individual does not have a permanent residential residence?


G. Initial Report

G. 1. When do I have to file an initial beneficial ownership information report with FinCEN?
G. 2. Can a parent company file a single BOI report on behalf of its group of companies?
G. 3. How can I obtain a Taxpayer Identification Number (TIN) for a new company quickly so that I can file an initial beneficial ownership information report on time?
G. 4. Should an initial BOI report include historical beneficial owners of a reporting company, or only beneficial owners as of the time of filing?
G. 5. How does a company created or registered after January 1, 2024, determine its date of creation or registration?


H. Updated Report

H. 1. What should I do if previously reported information changes?
H. 2. What are some likely triggers for needing to update a beneficial ownership information report?
H. 3. Is an updated BOI report required when the type of ownership interest a beneficial owner has in a reporting company changes?
H. 4. If a reporting company needs to update one piece of information on a BOI report, such as its legal name, does the reporting company have to fill out an entire new BOI report?
H. 5. Can a filer submit a late updated BOI report?
H. 6. If a reporting company last filed a “newly exempt entity” BOI report but subsequently loses its exempt status, what should it do?


I. Corrected Report

I. 1. What should I do if I learn of an inaccuracy in a report?


J. Newly Exempt Entity Report

J. 1. What should a reporting company do if it becomes exempt after already filing a report?


K. Compliance/Enforcement

K. 1. What happens if a reporting company does not report beneficial ownership information to FinCEN or fails to update or correct the information within the required timeframe?
K. 2. What penalties do individuals face for violating BOI reporting requirements?
K. 3. Who can be held liable for violating BOI reporting requirements?
K. 4. Is a reporting company responsible for ensuring the accuracy of the information that it reports to FinCEN, even if the reporting company obtains that information from another party?
K. 5. What should a reporting company do if a beneficial owner or company applicant withholds information?


L. Reporting Company Exemptions

L. 1. What are the criteria for the tax-exempt entity exemption from the beneficial ownership information reporting requirement?
L. 2. What are the criteria for the inactive entity exemption from the beneficial ownership information reporting requirement?
L. 3. What are the criteria for the subsidiary exemption from the beneficial ownership information reporting requirement?
L. 4. If I own a group of related companies, can I consolidate employees across those companies to meet the criteria of a large operating company exemption from the reporting company definition?
L. 5. How does a company report to FinCEN that the company is exempt?
L. 6. Does a subsidiary whose ownership interests are partially controlled by an exempt entity qualify for the subsidiary exemption?


M. FinCEN Identifier

M. 1. What is a FinCEN identifier?
M. 2. How can I use a FinCEN identifier?
M. 3. How do I request a FinCEN identifier?
M. 4. Are FinCEN identifiers required?
M. 5. Do I need to update or correct the information I submitted to obtain a FinCEN identifier?
M. 6. Is there any way to deactivate an individual’s FinCEN identifier that is no longer in use so that the individual no longer has to update the information associated with it?
M. 7. Who can request a FinCEN identifier on behalf of an individual?


N. Third-Party Service Providers

N. 1. Can a third-party service provider assist reporting companies by submitting required information to FinCEN on their behalf?
N. 2. What type of evidence will a reporting company receive as confirmation that its BOI report has been successfully filed by a third-party service provider?
N. 3. Will a third-party service provider be able to submit multiple BOI reports to FinCEN at the same time?




A. General Questions

A.1. What is beneficial ownership information?
Beneficial ownership information refers to identifying information about the individuals who directly or indirectly own or control a company.

A.2. Why do companies have to report beneficial ownership information to the U.S Department of the Treasury?
In 2021, Congress passed the Corporate Transparency Act on a bipartisan basis. This law creates a new beneficial ownership information reporting requirement as part of the U.S. government’s efforts to make it harder for bad actors to hide or benefit from their ill-gotten gains through shell companies or other opaque ownership structures.

A.3. Under the Corporate Transparency Act, who can access beneficial ownership information?
FinCEN will permit Federal, State, local, and Tribal officials, as well as certain foreign officials who submit a request through a U.S. Federal government agency, to obtain beneficial ownership information for authorized activities related to national security, intelligence, and law enforcement. Financial institutions will have access to beneficial ownership information in certain circumstances, with the consent of the reporting company. Those financial institutions’ regulators will also have access to beneficial ownership information when they supervise the financial institutions. FinCEN published the rule that will govern access to and protection of beneficial ownership information on December 22, 2023. Beneficial ownership information reported to FinCEN will be stored in a secure, non-public database using rigorous information security methods and controls typically used in the Federal government to protect non-classified yet sensitive information systems at the highest security level. FinCEN will work closely with those authorized to access beneficial ownership information to ensure that they understand their roles and responsibilities in using the reported information only for authorized purposes and handling in a way that protects its security and confidentiality.

A.4. How will companies become aware of the BOI reporting requirements?
FinCEN is engaged in a robust outreach and education campaign to raise awareness of and help reporting companies understand the new reporting requirements. That campaign involves virtual and in-person outreach events and comprehensive guidance in a variety of formats and languages, including multimedia content and the Small Entity Compliance Guide, as well as new channels of communication, including social media platforms. FinCEN is also engaging with governmental offices at the federal and state levels, small business and trade associations, and interest groups. FinCEN will continue to provide guidance, information, and updates related to the BOI reporting requirements on its BOI webpage, www.fincen.gov/boi. Subscribe here to receive updates via email from FinCEN about BOI reporting obligations.


B. Reporting Process

B.1. Should my company report beneficial ownership information now?
FinCEN launched the BOI E-Filing website for reporting beneficial ownership information (https://boiefiling.fincen.gov) on January 1, 2024.
• A reporting company created or registered to do business before January 1, 2024, will have until January 1, 2025, to file its initial BOI report.
• A reporting company created or registered in 2024 will have 90 calendar days to file after receiving actual or public notice that its creation or registration is effective.
• A reporting company created or registered on or after January 1, 2025, will have 30 calendar days to file after receiving actual or public notice that its creation or registration is effective.

[Updated January 4, 2024]

B.2. When do I need to report my company’s beneficial ownership information to FinCEN?
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.

B.3. When will FinCEN accept beneficial ownership information reports?
FinCEN will begin accepting beneficial ownership information reports on January 1, 2024. Beneficial ownership information reports will not be accepted before then.

​ B.4. Will there be a fee for submitting a beneficial ownership information report to FinCEN?
No. There is no fee for submitting your beneficial ownership information report to FinCEN.

B.5. How will I report my company’s beneficial ownership information?
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 (https://boiefiling.fincen.gov).

B.6. Where can I find the form to report?
Access the form by going to FinCEN’s BOI E-Filing website (https ://boiefiling. fincen.gov) and select “File BOIR.”

B.7. Is a reporting company required to use an attorney or a certified public accountant (CPA) to submit beneficial ownership information to FinCEN?
No. FinCEN expects that many, if not most, reporting companies will be able to submit their beneficial ownership information to FinCEN on their own using the guidance FinCEN has issued. Reporting companies that need help meeting their reporting obligations can consult with professional service providers such as lawyers or accountants.

B.8. Who can file a BOI report on behalf of a reporting company, and what information will be collected on filers?
Anyone whom the reporting company authorizes to act on its behalf—such as an employee, owner, or third-party service provider—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 or phone number.

C. Reporting Company
C.1. What companies will be required to report beneficial ownership information 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 any other entities created by the filing of a document with a secretary of state or any 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 the filing of a document with a secretary of state or any similar office.

​ C.2. Are some companies exempt from the reporting requirement?
Yes, 23 types of entities are exempt from the beneficial ownership information reporting requirements. These entities include publicly traded companies meeting specified requirements, many nonprofits, and certain large operating companies.

The following table summarizes the 23 exemptions:

​ Exemption No. Exemption Short Title
1 Securities reporting issuer
2 Governmental authority
3 Bank
4 Credit union
5 Depository institution holding company
6 Money services business
7 Broker or dealer in securities
8 Securities exchange or clearing agency
9 Other Exchange Act registered entity
10 Investment company or investment adviser
11 Venture capital fund adviser
12 Insurance company
13 State-licensed insurance producer
14 Commodity Exchange Act registered entity
15 Accounting firm
16 Public utility
17 Financial market utility
18 Pooled investment vehicle
19 Tax-exempt entity
20 Entity assisting a tax-exempt entity
21 Large operating company
22 Subsidiary of certain exempt entities
23 Inactive entity

FinCEN’s Small Entity Compliance Guide includes this table and checklists for each of the 23 exemptions that may help determine whether a company meets an exemption (see Chapter 1.2, “Is my company exempt from the reporting requirements?”). Companies should carefully review the qualifying criteria before concluding that they are exempt. Please see additional FAQs about reporting company exemptions in “L. Reporting Company Exemptions” below.

C.3. Are certain corporate entities, such as statutory trusts, business trusts, or foundations, reporting companies?
It depends. A domestic entity such as a statutory trust, business trust, or foundation is a reporting company only if it was created by the filing of a document with a secretary of state or similar office. Likewise, a foreign entity is a reporting company only if it filed a document with a secretary of state or a similar office to register to do business in the United States.
State laws vary on whether certain entity types, such as trusts, require the filing of a document with the secretary of state or similar office to be created or registered.
• If a trust is created in a U.S. jurisdiction that requires such filing, then it is a reporting company, unless an exemption applies. Similarly, not all states require foreign entities to register by filing a document with a secretary of state or a similar office to do business in the state.
• However, if a foreign entity has to file a document with a secretary of state or a similar office to register to do business in a state, and does so, it is a reporting company, unless an exemption applies.

Entities should also consider if any exemptions to the reporting requirements apply to them. For example, a foundation may not be required to report beneficial ownership information to FinCEN if the foundation qualifies for the tax-exempt entity exemption.
Chapter 1 of FinCEN’s Small Entity Compliance Guide (“Does my company have to report its beneficial owners?”) may assist companies in identifying whether they need to report.

C.4. Is a trust considered a reporting company if it registers with a court of law for the purpose of establishing the court’s jurisdiction over any disputes involving the trust?
No. The registration of a trust with a court of law merely to establish the court’s jurisdiction over any disputes involving the trust does not make the trust a reporting company.

C.5. Does the activity or revenue of a company determine whether it is a reporting company?
Sometimes. A reporting company is (1) any corporation, limited liability company, or other similar entity that was created in the United States by the filing of a document with a secretary of state or similar office (in which case it is a domestic reporting company), or any legal entity that has been registered to do business in the United States by the filing of a document with a secretary of state or similar office (in which case it is a foreign reporting company), that (2) does not qualify for any of the exemptions provided under the Corporate Transparency Act. An entity’s activities and revenue, along with other factors in some cases, can qualify it for one of those exemptions. For example, there is an exemption for certain inactive entities, and another for any company that reported more than $5 million in gross receipts or sales in the previous year and satisfies other exemption criteria. Neither engaging solely in passive activities like holding rental properties, for example, nor being unprofitable necessarily exempts an entity from the BOI reporting requirements. FinCEN’s Small Entity Compliance Guide provides additional information concerning exemptions in Chapter 1.2, “Is my company exempt from the reporting requirements?”

C.6. Is a sole proprietorship a reporting company?
No, unless a sole proprietorship was created (or, if a foreign sole proprietorship, registered to do business) in the United States by filing a document with a secretary of state or similar office. An entity is a reporting company only if it was created (or, if a foreign company, registered to do business) in the United States by filing such a document. Filing a document with a government agency to obtain (1) an IRS employer identification number, (2) a fictitious business name, or (3) a professional or occupational license does not create a new entity, and therefore does not make a sole proprietorship filing such a document a reporting company.

C.7. Can a company created or registered in a U.S. territory be considered a reporting company?
Yes. In addition to companies in the 50 states and the District of Columbia, a company that is created or registered to do business by the filing of a document with a U.S. territory’s secretary of state or similar office, and that does not qualify for any exemptions to the reporting requirements, is required to report beneficial ownership information to FinCEN. U.S. territories are the Commonwealth of Puerto Rico, the Commonwealth of the Northern Mariana Islands, American Samoa, Guam, and the U.S. Virgin Islands.


D. Beneficial Owner

D.1. Who is a beneficial owner of a reporting company?
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.

D.2. What is substantial control?
An individual can exercise substantial control over a reporting company in four different ways. If the individual falls into any of the categories below, the individual is exercising substantial control:
• The individual is a senior officer (the company’s president, chief financial officer, general counsel, chief executive office, chief operating officer, or any other officer who performs a similar function).
• The individual has authority to appoint or remove certain officers or a majority of directors (or similar body) of the reporting company.
• The individual is an important decision-maker for the reporting company.

D.3. One of the indicators of substantial control is that the individual is an important decision-maker. What are important decisions?
Important decisions include decisions about a reporting company’s business, finances, and structure. An individual that directs, determines, or has substantial influence over these important decisions exercises substantial control over a reporting company.

D.4. What is an ownership interest?
An ownership interest is generally an arrangement that establishes ownership rights in the reporting company. Examples of ownership interests include shares of equity, stock, voting rights, or any other mechanism used to establish ownership.

D.5. Who qualifies for an exception from the beneficial owner definition?
There are five instances in which an individual who would otherwise be a beneficial owner of a reporting company qualifies for an exception. In those cases, the reporting company does not have to report that individual as a beneficial owner to FinCEN.

D.6. Is my accountant or lawyer considered a beneficial owner?
Accountants and lawyers generally do not qualify as beneficial owners, but that may depend on the work being performed. Accountants and lawyers who provide general accounting or legal services are not considered beneficial owners because ordinary, arms-length advisory or other third-party professional services to a reporting company are not considered to be “substantial control” (see Question D.2). In addition, a lawyer or accountant who is designated as an agent of the reporting company may qualify for the “nominee, intermediary, custodian, or agent” exception from the beneficial owner definition. However, an individual who holds the position of general counsel in a reporting company is a “senior officer” of that company and is therefore a beneficial owner

D.7. What information should a reporting company report about a beneficial owner who holds their ownership interests in the reporting company through multiple exempt entities?
If a beneficial owner owns or controls their ownership interests in a reporting company exclusively through multiple exempt entities, then the names of all of those exempt entities may be reported to FinCEN instead of the individual beneficial owner’s information. » Note that this special rule does not apply when an individual owns or controls ownership interests in a reporting company through both exempt and non-exempt entities. In that case, the reporting company must report the individual as a beneficial owner (if no exception applies), but the exempt companies do not need to be listed.

D.8. Is an unaffiliated company that provides a service to the reporting company by managing its day-to-day operations, but does not make decisions on important matters, a beneficial owner of the reporting company?
The unaffiliated company itself cannot be a beneficial owner of the reporting company because a beneficial owner must be an individual. Any individuals that exercise substantial control over the reporting company through the unaffiliated company must be reported as beneficial owners of the reporting company. However, individuals who do not direct, determine, or have substantial influence over important decisions made by the reporting company, and do not otherwise exercise substantial control, may not be beneficial owners of the reporting company.

D.9. Is a member of a reporting company’s board of directors always a beneficial owner of the reporting company?
No. A beneficial owner of a company is any individual who, directly or indirectly, exercises substantial control over a reporting company, or who owns or controls at least 25 percent of the ownership interests of a reporting company. Whether a particular director meets any of these criteria is a question that the reporting company must consider on a director-by-director basis.

D.10. Is a reporting company’s designated “partnership representative” or “tax matters partner” a beneficial owner?
It depends. A reporting company’s “partnership representative,” as defined in 26 U.S.C. 6223, or “tax matters partner,” as the term was previously defined in now-repealed 26 U.S.C. 6231(a)(7), is not automatically a beneficial owner of the reporting company. However, such an individual may qualify as a beneficial owner of the reporting company if the individual exercises substantial control over the reporting company, or owns or controls at least 25 percent of the company’s ownership interests. Note that a “partnership representative” or “tax matters partner” serving in the role of a designated agent of the reporting company may qualify for the “nominee, intermediary, custodian, or agent” exception from the beneficial owner definition.

D.11. What should a reporting company report if its ownership is in dispute?
If ownership of a reporting company is the subject of active litigation and an initial BOI report has not been filed, a person authorized by the company to file its beneficial ownership information should comply with the requirements by reporting:
• all individuals who exercise substantial control over the company, and
• all individuals who own or control, or have a claim to ownership or control of, at least 25 percent ownership interests in the company.

If an initial BOI report has been filed, and if the resolution of the litigation leads to the reporting company having different beneficial owners from those reported (for example, because some individuals’ claims to ownership or control have been rejected), the reporting company must file an updated BOI report within 30 calendar days of resolution of the litigation.

D.12. Who does a reporting company report as a beneficial owner if a corporate entity owns or controls 25 percent or more of the ownership interests of the reporting company?
Ordinarily, such a reporting company reports the individuals who indirectly either (1) exercise substantial control over the reporting company or (2) own or control at least 25 percent of the ownership interests in the reporting company through the corporate entity. It should not report the corporate entity that acts as an intermediate for the individuals.
Two special rules create exceptions to this general rule in very specific circumstances:

1. A reporting company may report the name(s) of an exempt entity or entities in lieu of an individual beneficial owner who owns or controls ownership interests in the reporting company entirely through ownership interests in the exempt entity or entities; or
2. If the beneficial owners of the reporting company and the intermediate company are the same individuals, a reporting company may report the FinCEN identifier and full legal name of an intermediate company through which an individual is a beneficial owner of the reporting company.

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