What is a BOI report?
As of December 3, 2024, a federal court order has prohibited the enforcement of the FinCEN BOI report requirement nationwide. Your startup can still submit a report, but the filing is now voluntary. Here's what FinCEN says:
In light of a recent federal court order, reporting companies are not currently required to file beneficial ownership information with FinCEN and are not subject to liability if they fail to do while the order remains in force. However, reporting companies may continue to voluntarily submit beneficial ownership information reports.
More information is available on FinCEN's website at https://www.fincen.gov/boi
As a result of this change, FinCEN has suspended API submissions for everyone, including Clerky. If you still want to file a voluntary BOI report, you can do so directly with FinCEN.
You can learn more about this change on our blog.
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 BOI report.
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 BOI report instead of your required information. This means that your company won’t need to collect your information or submit an updated report 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 BOI report 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 BOI report 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 BOI report and any of your previously provided information changes, you'll need to submit an updated report within 30 days of the change. If your startup becomes exempt after you’ve already submitted a BOI report, you’ll still need to submit an updated report indicating your newly exempt status.
Do I have to do this every year?
No. Once you’ve submitted your BOI report, there are no annual requirements, but you do need to submit an updated report 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.