What Information Must be Provided.  Beneficial ownership information (“BOI”) must be reported for the reporting company’s beneficial owners and company applicants. BOI includes an individual’s full legal name, date of birth, street address and a unique ID number. The unique ID number can be from a non-expired US passport, state driver’s license, or other government-issued ID card. An image of the document showing the unique ID number must also be included with the report.

Beneficial Owners. Two groups of individuals are considered beneficial owners of a reporting company: (1) any individual who directly or indirectly owns or controls at least 25% of the ownership interests of the reporting company; or (2) any individual who exercises substantial control over the reporting company. Individuals with substantial control are those with substantial influence over important decisions about a reporting company’s business, finances, and structure. Senior officers (president, CFO, general counsel, CEO, COO, and any other officer who performs a similar function) are automatically deemed to have substantial control, as are individuals with the authority to appoint or remove senior officers and board members. There is no requirement that these individuals have actual ownership in the company to be a considered a beneficial owner for reporting purposes.

FUTURE FILINGS: After the initial filing, the reporting company only has to file an updated report upon changes to the reporting company or its beneficial owners, which updated report must be filed within thirty (30) days of such change.

EXEMPTIONS:  Some of the limited exemptions include:

  • Sole proprietorships, trusts, and general partnerships that are not registered with a Secretary of State;
  • Tax-exempt entities;
  • An entity with: (a) more than 20 full-time US employees; (b) an operating presence at a physical office within the US; and (c) more than $5,000,000 of US-sourced gross receipts reported on its prior year federal income tax return; and
  • And other very limited exemptions.


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