The Financial Crimes Enforcement Network (FinCEN) on January 1, 2024 launched its electronic filing platform, [ https://boiefiling.fincen.gov/ ] designed specifically for submitting Beneficial Ownership Reports as mandated by the Corporate Transparency Act. A news release was provided at the same time describing the filing requirements. [“U.S. Beneficial Ownership Information Registry Now Accepting Reports,” FinCEN website, January 1, 2024, https://www.fincen.gov/news/news-releases/us-beneficial-ownership-information-registry-now-accepting-reports ]

Summary of Requirements

The recent press release issued by FinCEN includes critical details regarding the submission deadline for initial reports, as per the new mandates applicable to the covered entities.

Filing is simple, secure, and free of charge. Companies that are required to comply (“reporting companies”) must file their initial reports by the following deadlines:

Existing companies: Reporting companies created or registered to do business in the United States before January 1, 2024 must file by January 1, 2025.
Newly created or registered companies: Reporting companies created or registered to do business in the United States in 2024 have 90 calendar days to file after receiving actual or public notice that their company’s creation or registration is effective.

Furthermore, the press release elaborates on the specific data and documentation that must be included in these reports, as per the filing requirements.

Beneficial ownership information reporting is not an annual requirement. A report only needs to be submitted once, unless the filer needs to update or correct information. Generally, reporting companies must provide four pieces of information about each beneficial owner:

name;
date of birth;
address; and
the identifying number and issuer from either a non-expired U.S. driver’s license, a non-expired U.S. passport, or a non-expired identification document issued by a State (including a U.S. territory or possession), local government, or Indian tribe. If none of those documents exist, a non-expired foreign passport can be used. An image of the document must also be submitted.

The company must also submit certain information about itself, such as its name(s) and address. In addition, reporting companies created on or after January 1, 2024, are required to submit information about the individuals who formed the company (“company applicants”).

Website and Filing Options

FinCEN offers direct links for report submission and acquiring a FinCEN identifier on their dedicated Business Ownership Information webpage, accessible at https://www.fincen.gov/boi. Although the report filing portal became operational on January 1, 2024, a technical glitch related to certificate configuration temporarily hindered access to the FinCEN identifier page on the afternoon of the same day.

Clicking on the “File a report using the BOI E-Filing System” link leads to the following page:

Upon selecting the “File BOIR” option, users are directed to a subsequent screen presenting the following choices.

The PDF Filing Option

The PDF option enables users to download a form to their computer. This form must be completed using Adobe Acrobat, which generates a locked version. Subsequently, the user uploads this finalized document to FinCEN by clicking the “Submit BOIR” button on the webpage.

The downloaded PDF can be repurposed for submitting any updated or corrected reports in the future. Additionally, a BOIR transcript becomes available for download immediately after the successful submission of the PDF to FinCEN.

The Beneficial Ownership Information Report PDF consists of the four pages shown below.

The Online Filing Option

The online filing method enables entities to complete a sequence of web-based forms, mirroring the PDF version’s format. This approach bypasses the need for Adobe Acrobat. However, it is important to note that any subsequent updates or corrections will necessitate re-entering all the data.

Clarifications in the Instructions

A notable ambiguity in the final rule regarding the form filing, as well as in the subsequently issued FAQs, pertained to the acceptable file formats for images of documents that verify the identity of the company applicant(s) and beneficial owner(s). The instructions for items 33 and 51 in the form offer essential clarification on the specifications for these image attachments. [Beneficial Ownership Information Report (BOIR) Filing Instructions]

Use the “Add Attachment” button on the BOIR to attach a clear, readable image of the page or side of the identifying document referenced in item 49 containing the unique identifying number and other identifying data. Use the “Remove Attachment” button to remove the attached image if necessary. An attachment to a BOIR cannot be larger than four (4) megabytes of data and must be in one of the following formats: JPG/JPEG, PNG, or PDF. Only one (1) attachment file may be added per beneficial owner.

The instructions also provide that the following words or variations of these words may be used when filing the BOI report.

6. Prohibited Words and Phrases

Do not use the following words or variations of these words in text fields of the BOIR:

a. AKA

b. DBA

c. NMN

d. NONE

e. NOT APPLICABLE

f. OTHER

g. SAME

h. SAME AS ABOVE

i. SEE ABOVE

j. T/A

k. UNKNOWN

l. VARIOUS

m. XX