Beneficial Ownership Reporting: What Businesses Need to Know

If you formed a small business in the last few years, there's a good chance you got a notice (from your registered agent, your accountant, or your bank) telling you that you needed to file something called a Beneficial Ownership Information report. The notice probably mentioned FinCEN, used the words "Corporate Transparency Act," and quoted a steep penalty for missing the deadline. It probably did not explain what the report actually requires, who has to file, or why anyone is asking for the information.

The short version: the federal government wants to make it harder for criminals to hide behind anonymous shell companies. The longer version is a reporting regime that, since January 1, 2024, has required tens of millions of small businesses to disclose their owners and controllers to FinCEN, the Financial Crimes Enforcement Network. The current rule, as of early 2026, applies to a narrower set of companies than originally written, and the situation may continue to change.

This guide walks through what the BOI report is, who has to file under the latest rules, exemptions, and more. We'll also look at how Slash supports the kind of clean entity record-keeping that BOI compliance benefits from. With business banking that ties accounts directly to verified entities, KYC documentation stored alongside the account, and Twin (the AI agent built into the platform) able to surface the underlying entity details on demand, you keep the source data the report depends on in one place.¹

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What Is the Beneficial Ownership Information Report?

The Beneficial Ownership Information (BOI) report is a federal disclosure that certain U.S. companies must file with FinCEN, naming the individuals who ultimately own or control the company. The report is filed through FinCEN's online BOI E-Filing System and isn't part of any public registry; access is limited to authorized law enforcement, certain regulators, and (with consent) financial institutions performing customer due diligence.

The filing is required under the Corporate Transparency Act (CTA), which became effective January 1, 2024. The CTA was a response to long-standing concerns that anonymous U.S. shell companies were a vehicle for money laundering, sanctions evasion, and tax fraud. It introduced a centralized federal framework for collecting beneficial ownership information, shifting away from the state-based system that was historically used.

Who Has to File a BOI Report?

The scope of reporting companies and BOI filing requirements became more complex after changes were introduced in March 2025. Originally, the rule applied to almost every U.S. small business: any corporation, LLC, or similar entity created by filing a document with a U.S. state. Estimates were that roughly 32 million entities were in scope at the start of 2024, with another 5 million or so expected to form each year.

In March 2025, FinCEN issued an interim final rule that narrowed the scope substantially. Under the current rule, domestic reporting companies (entities formed in the U.S.) are no longer required to file BOI reports. The reporting requirement now applies only to foreign reporting companies, defined as entities formed under foreign law and registered to do business in any U.S. state or tribal jurisdiction.

Most U.S. small businesses (LLCs and corporations formed in Delaware, Texas, California, etc.) currently have no BOI filing obligation, however the rule may change again. The CTA itself remains on the books; it is the implementing regulation that was narrowed, and a future administration or court ruling could expand the scope back to its original form.

What Information Does the Report Require?

For entities that do still need to file, the report covers three categories of information:

1. Reporting Company Information

Full legal name and any trade names or DBAs
Current street address of the principal place of business
Jurisdiction of formation or registration
Taxpayer Identification Number (EIN, SSN, or ITIN, depending on the entity type)

2. Beneficial Owner Information

A beneficial owner is any individual who directly or indirectly:

Owns or controls at least 25% of the company's ownership interests, or
Exercises substantial control over the company

For each beneficial owner, the report requires:

Full legal name
Date of birth
Current residential address
A unique identifying number from an acceptable identification document (passport, driver's license, or state ID), along with an image of that document

As far as what constitutes “substantial control”, it may include serving as a senior officer (CEO, CFO, COO, general counsel, or similar), having authority to appoint or remove senior officers or a majority of the board, or directing or having substantial influence over important business decisions. The 25% ownership threshold is calculated by aggregating ownership across all classes (voting and non-voting), and the rules look through trusts, partnerships, and other intermediaries.

3. Company Applicant Information

For entities formed on or after January 1, 2024, the report also requires information on up to two company applicants: the individual who directly filed the formation document, and the individual primarily responsible for directing the filing if different. The same identifying information (name, DOB, address, ID document) is required. Entities formed before January 1, 2024 are not required to report company applicant information.

What Are the Filing Deadlines?

Under the current rule, which applies to foreign reporting companies only:

Foreign reporting companies that registered to do business in the U.S. before the rule's effective date have an initial filing deadline set by FinCEN guidance.
Foreign reporting companies that register on or after the effective date have 30 days from the date their registration becomes effective.

Updates to previously filed information must be filed within 30 days of any change. Common triggers for an update include a beneficial owner moving, a change in the senior officer roster, an ownership transfer that crosses the 25% threshold, or a change in the entity's principal place of business.

Corrections to inaccurate prior filings must also be filed within 30 days of becoming aware of the inaccuracy.

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What Are the Exemptions?

The CTA includes 23 categories of exempt entities. Most of the exemptions cover entities that already report ownership information through other regulatory regimes. The most commonly cited exemptions include:

Banks, credit unions, and bank holding companies
SEC-registered broker-dealers and investment advisers
Insurance companies
Public utilities
Tax-exempt entities under IRC 501(c)
Entities registered with the CFTC or operating as a public accounting firm
Large operating companies, or entities with more than 20 full-time U.S. employees, more than $5 million in U.S. gross receipts on the prior year's federal tax return, and a physical office in the U.S.
Subsidiaries of certain exempt entities, such as entities whose ownership interests are wholly owned or controlled by one or more exempt entities

The large operating company exemption is the one most often relevant to growing businesses. A company that grows past the thresholds may transition from a reporting company to an exempt entity (and would file a final BOI report indicating the change).

Inactive entities can qualify for an exemption, but only if they meet all of the following criteria: they were in existence on or before January 1, 2020; are not engaged in active business; are not owned by a foreign person; have not had any ownership changes in the past 12 months; have not sent or received more than $1,000 in the past 12 months; and do not hold any assets.

What Are the Penalties for Not Filing?

Under the CTA, willfully failing to file a BOI report or submitting false information can lead to both civil and criminal penalties. Civil penalties may accrue on a daily basis until the issue is resolved, and in more serious cases, individuals can face criminal charges that include fines and potential imprisonment.

The statute distinguishes between willful and inadvertent failures, and FinCEN has indicated it will exercise discretion in cases of genuine confusion or good-faith errors. A 90-day safe harbor is available for correcting inaccurate filings, provided the correction is made before FinCEN or any other authority becomes aware of the inaccuracy.

How Slash Supports Clean Entity Record-Keeping

Whether or not your entity currently has a BOI filing obligation, the underlying data the report relies on is the same data your bank, accountant, and counsel ask for repeatedly. Slash links your business banking accounts directly to verified entities, with KYC documentation tied to the account and a clear audit trail of any change in ownership or control. The result is a single source of truth for the information that ends up in a BOI filing if one becomes required.

Twin can help on the maintenance side. Ask it for a current snapshot of authorized signers, transaction patterns indicating control changes, or recent activity that may indicate the entity has crossed an exemption threshold (such as the large operating company thresholds), and it returns answers backed by the underlying data. For multi-entity structures, the dashboard surfaces each subsidiary alongside its banking activity, so the entity diagram you keep for compliance purposes stays in step with your operations.

Here's what else you get with Slash:

Slash Visa® Platinum Card with customizable spending controls and unlimited virtual cards across the entity structure.
High-yield treasury earning up to 3.83% annualized yield on idle cash through money market investments from BlackRock and Morgan Stanley.⁶
Two-way accounting integrations with QuickBooks, Xero, and Sage Intacct.
Native cryptocurrency support including USDC and USDT across 8 supported blockchains.⁴
Multi-rail payments including ACH, RTP, FedNow, card, and international wires to 180+ countries.
KYC documentation linked to each entity account, useful for both bank diligence and BOI source data.

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This article presents general information rather than legal advice; if you're unsure whether the rule applies to your business, work with a corporate attorney or a CPA who follows FinCEN guidance for specific guidance.

Frequently Asked Questions

Do I still need to file a BOI report for my LLC?

In most cases, no. Under the March 2025 interim final rule, domestic reporting companies (LLCs, corporations, and similar entities formed in the U.S.) are no longer required to file. Only foreign reporting companies (entities formed under non-U.S. law and registered to do business in the U.S.) currently have a filing obligation.

What happens if my entity grows past the large operating company exemption thresholds?

If you previously qualified for the large operating company exemption (more than 20 employees, more than $5 million in U.S. gross receipts, U.S. physical office) and you fall below any of those thresholds, you may become a reporting company and need to file a BOI report. The reverse is also true: a reporting company that grows past the thresholds becomes exempt and would file a notice indicating the exemption.

Is the BOI report public?

No. FinCEN maintains the database, but it isn't accessible to the public. Access is limited to specific federal and state law enforcement agencies, certain federal regulators, and (with the reporting company's consent) financial institutions performing customer due diligence under the Bank Secrecy Act. The CTA includes specific confidentiality and data security protections.

How long do I have to update a BOI filing if my information changes?

Thirty days from the date of the change. This applies to changes in beneficial ownership, senior officer roster, principal place of business, and other reportable information. Corrections to prior inaccurate filings must also be made within 30 days of becoming aware of the inaccuracy. The 30-day window is short, so most businesses set up a quarterly review process to catch changes before they slip past the deadline.