What is a BOI report?
The first BOI reports aren't due until March 31, 2024. Clerky startups will be able to file their BOI reports seamlessly through Clerky before then. In the meantime, please feel free to reach out to our support team with any questions.
As a consequence of the Corporate Transparency Act (CTA), most startups formed in the US need to file a report with FinCEN, a government bureau that helps to detect financial crimes. This report is called a Beneficial Ownership Information Report, or a BOIR.
This article will cover:
- Who’s required to file this report?
- What information do I need to report?
- When is the report due?
- Frequently Asked Questions
Who's required to file this report?
Many Clerky startups will need to file this report. There are some exceptions, but if your startup formed in the US, you're likely required to file this report.
There are certain types of entities that are exempt from this requirement. These are entities not considered by the CTA to be reporting companies, or companies required to report to FinCEN. Some Clerky startups may be exempt. For example, if your startup is either (1) a regulated and licensed fintech startup or (2) has over 20 full-time US employees and $5,000,000 in annual sales, it’s possible your startup qualifies for an exemption. You can find a complete list of exemptions on the FinCEN website, as well as helpful checklists to determine exemption status in their Small Entity Compliance Guide.
What information do I need to report?
You’ll need to provide information about your startup and your startup’s owners. Newer startups will also need to provide information about the people who participated in filing your startup’s incorporation documents.
You’ll notice that FinCEN requests information about your startup’s beneficial owners. That’s why the report is called a Beneficial Ownership Information Report. Your startup’s beneficial owners will be any individuals who exercise substantial control over or own 25% or more of your startup. Most founders of early-stage startups will be considered beneficial owners.
If your startup incorporated on or after January 1, 2024, you’ll also need to provide information about the people who participated in filing your incorporation documents. FinCEN refers to these people as applicants. They’ll be (1) the individual directly responsible for filing the documents with the secretary of state and (2) the individual responsible for directing or controlling the filing. For Clerky startups, that means (1) someone from CSC, your startup’s registered agent, and (2) your startup’s incorporator, usually a founder, attorney, or paralegal.
Information you'll need to provide about your startup
- Legal name
- Any trade or DBA (doing business as) name
- Current US address
- The US state it's incorporated in
- Your startup’s EIN
Information you’ll need to provide about your startup’s beneficial owners and applicants
- Legal name
- Date of birth
- Current address
- ID number, jurisdiction, and image of either (1) a US passport, (2) a state driver’s license, or (3) an ID issued by a state, local government, or tribe. If you don’t have any of these, a foreign passport is also acceptable.
Note that beneficial owners and applicants can also provide a FinCEN identifier (FinCEN ID) in lieu of the above information, but that the application for a FinCEN identifier requires the same information. You can apply for a FinCEN identifier on the FinCEN website.
It’s not necessary to get a FinCEN ID, but some startup owners may want one to avoid sharing sensitive information within their company. If you get a FinCEN ID, your company can just report that ID number on the BOIR instead of your required information. This means that your company won’t need to collect your information or submit an updated BOIR when your information changes. Instead, it will be your responsibility to update the information associated with your FinCEN ID directly with FinCEN.
When is the report due?
The deadline for the BOIR depends on when your startup was incorporated.
| Date Incorporated | Deadline |
|---|---|
| Prior to January 1, 2024 | January 1, 2025 |
| January 1, 2024 to December 31, 2024 | 90 days after incorporation (making March 31, 2024 the first possible due date) |
| On or after January 1, 2025 | 30 days after incorporation |
Frequently Asked Questions
What if my startup was exempt but is no longer exempt?
If your startup was previously exempt but has stopped qualifying for an exemption, your startup is required to file a BOIR with FinCEN. Your startup’s filing deadline is 30 days from the day your startup stops qualifying for an exemption. You can find a list of exempt business types on the FinCEN website.
What if my startup's information changes?
If you've previously submitted a BOIR and any of your previously provided information changes, you'll need to submit an updated BOIR within 30 days of the change. If your startup becomes exempt after you’ve already submitted a BOIR, you’ll still need to submit an updated BOIR indicating your newly exempt status.
Do I have to do this every year?
No. Once you’ve submitted your BOIR, there are no annual requirements, but you do need to submit an updated BOIR if your startup’s information changes to stay compliant.
What happens if I don’t comply?
Your startup and its officers could face civil and criminal penalties, including large fines or incarceration. See the FinCEN website for more information about the consequences if you don't comply.