Beneficial Ownership Information Report—Do You Need to File?

By Sandra Feldman, Publications Attorney at Wolters Kluwer CT Corporation

Every family physician who owns a legal entity needs to be aware of a new federal reporting requirement that went into effect on January 1, 2024.

Certain LLCs, corporations, and other entities are required by a statute called the Corporate Transparency Act (CTA) to file a beneficial ownership information (BOI) report with a bureau in the Department of Treasury called the Financial Crimes Enforcement Network, or FinCEN. Significant civil and criminal penalties can be imposed for violating this law.

Who has to file a BOI report?
Every LLC, corporation, or other entity that was created by filing a document with a secretary of state or equivalent office must file a BOI report unless it qualifies for one of the CTA’s exemptions.

Are companies in the healthcare industry exempt?
There is no specific exemption for companies in the healthcare industry. Some healthcare companies may qualify for the “large operating company” exemption, which applies to companies that have more than 20 full-time employees in the US, operate from a physical office in the US, and filed a federal tax return for the previous year showing more than $5 million in gross receipts or sales. Healthcare companies wholly owned by most exempt entities are also exempt.

Who is a beneficial owner?
A beneficial owner is an individual who directly or indirectly exercises substantial control over the company or who owns or controls at least 25 percent of its ownership interests. 

What information about beneficial owners has to be reported?
The following current information has to be reported about each of the company’s beneficial owners:

• legal name
• birthdate
• residential address
• unique number and issuing jurisdiction from a passport, driver’s license, or state ID, and an image of the document

The report must also provide certain information about the company and, for companies created in 2024 and beyond, information about their company applicants.

When do BOI reports have to be filed?
A company that existed before January 1, 2024, must file its initial BOI report by January 1, 2025. Companies created in 2024 have to file within 90 days after creation. Companies created in 2025 and beyond have to file within 30 days after creation. An updated BOI report must be filed within 30 days of a change in the information reported about the company or its beneficial owners.

Where are BOI reports filed?
All BOI reports are filed with FinCEN. FinCEN allows filing via select third-party providers, like CT Corporation. With CT’s Secure Filer BOI tool, you have access to features that aren’t available on FinCEN’s portal, like being able to file from your cellphone, track and update filings for continued compliance, and invite beneficial owners via text or email to add their information. BOI reports can also be filed directly on FinCEN’s website.

Where can I get more information about BOI reporting?
CT Corporation has helpful resources on BOI, like a BOI resource center that is constantly updated with new information.