The Reporting Rule is effective on January 1, 2024. FinCEN will begin accepting BOI reports electronically through its secure filing system on this date. BOI reports will not be accepted prior to January 1, 2024. This chapter explains when your company should file its initial BOI report and how to do so in the following two sections:
5.1 When should my company file its initial BOI report?
5.2 How does my company file a BOI report?
If your company already exists as of January 1, 2024, it must file its initial BOI report by January 1, 2025. If your company is created or registered to do business in the United States on or after January 1, 2024, and before January 1, 2025, it will have 90 calendar days after receiving actual or public notice that the company’s creation or registration is effective to file its initial BOI report. Specifically, this 90-calendar day deadline runs from the time the company receives actual notice that its creation or registration is effective, or after a secretary of state or similar office first provides public notice of its creation or registration, whichever is earlier. If your company is created or registered on or after January 1, 2025, it will have 30 calendar days from actual or public notice that its creation or registration is effective to file its initial BOI report. For
example, your company may receive actual notice that its creation or registration is effective through a direct communication from the secretary of state or similar office. Your company could also receive public notice that its creation or registration is effective because it appears on a publicly accessible registry maintained by the secretary of state or similar office. Notice practices will vary by jurisdiction. If a jurisdiction provides both actual and public notice, the timeline for when an initial BOI report is due starts on the earlier of the two dates notice is received.
The reporting requirement is effective on January 1, 2024. FinCEN will begin accepting beneficial ownership information reports on that date.
INITIAL REPORTS
Existing reporting companies
Created or registered to do business in the United States before January 1, 2024. Reports due by January 1, 2025.
New reporting companies
Created or registered to do business in the United States on or after January 1, 2024. Reporting companies created or registered on or after January 1, 2024 and before January 1, 2025, have 90 calendar days after receiving actual or public notice that their company's creation or registration is effective to file their initial BOI reports.
Reporting companies created or registered on or after January 1, 2025, will have 30 calendar days from receipt of actual or public notice that their creation or registration is effective to file their initial BOI reports.
Previously exempt reporting companies: If your company previously qualified for an exemption to the reporting company definition but no longer qualifies, you are required to file a BOI report within 30 calendar days of the date on which your company stops qualifying for the exemption.
Refer to section 1.2 of this Guide for additional information on exemptions from thereporting requirements.
If your company is required to file a BOI report, you must do so electronically through a secure filing system. Refer to section 1.2 of this Guide for additional information on exemptions from thereporting requirements.
- FinCEN’s filing system is currently under development and will not be available until January 1, 2024.
- FinCEN will not accept BOI reports before January 1, 2024.
- FinCEN will publish instructions and other technical guidance on how to complete the BOI report form. This guidance will be available at: www.fincen.gov/boi.
Note: There may be certain circumstances in which a reporting company is unable to electronically file a BOI report through FinCEN’s secure filing system. In those cases, the reporting company should contact FinCEN: www.fincen.gov/contact.
