Beneficial Ownership Information (BOI) Reporting Rule

Beneficial Ownership Information is identifying information about persons that own or have control over a company. Non-exempt businesses and companies must report this identifying information to the Financial Crimes Enforcement Network (FinCEN) within the mandated time. FinCEN is a part of the U.S. Treasury Department.

 Who is a Beneficial Owner? 

A Beneficial Owner is a person that owns 25% or more of a company or who has Substantial Control over the company. A Reporting Company can have multiple Beneficial Owners. The Trustee of a Trust may be considered a Beneficial Owner in some situations. Please reach out for a consultation to determine whether you are a Beneficial Owner.

What is an Ownership Interest? 

Any of the following may be considered an ownership interest: 

• Ownership of equity, stock, or voting rights. 

• A capital, profit, or pecuniary interest. 

• Having Options or other non-binding privileges to buy or sell an interest.  

• Any other legal mechanism or operation to establish ownership or control.  

What does Substantial Control mean in this context? 

A person with Substantial Control will generally fall into one or more of the following categories: 

1. A Senior Company Officer. 

2. A person with authority to appoint and remove Company Officers and Directors. 

3. A person that is an important company Decision Maker or Policy Maker. 

4. A person with any other form of great influence in the company. 

Is my company a Reporting Company? 

Here are some questions to consider when determining whether your company is a Reporting Company. 

• Is your company a Corporation? 

• Is your company a LLC, PLLC, PA, PC, or other legal entity? 

• Did you have to file formation paperwork with the North Carolina Secretary of State or another Secretary of State? 

• Is your company a foreign company from another country that is registered to do business in North Carolina or any other state? 

If you answered ‘Yes' to any of the above questions, then your company may be a Reporting Company. Please contact us for a consultation to determine whether the BOI Rule applies to your specific situation. Exemptions exist for specific companies.  

When do I need to file my BOI Report? 

Companies that were created prior to January 1, 2024 have until January 1, 2025 to file the BOI report. However, companies created between January 1, 2024 and January 1, 2025, have 90 calendar days after company creation to file. And all Reporting Companies created after January 1, 2025 have 30 calendar days to complete their filing. Please reach out for a consultation if you have questions about BOI filing deadlines or need assistance in filing.

About the Author: 

Corey Lengyel is a Licensed Attorney and former Prosecutor in North Carolina. Corey has an MBA and worked in the financial tech industry as well as private law practice. Corey worked for SIG Sauer GmbH & KO. KG in Germany and is a Second Amendment Advocate.