Questions about filing a report on BOI Ally
Q: What is a FinCEN ID?
A: The Financial Crimes Enforcement Network (FinCEN) is a department of the US Department of the Treasury. They offer a “FinCEN Identifier” which verifies your identity and requires an upload of a government issued photo ID. Once you have this FinCEN ID, you can enter that number in the forms on this website and skip over entering all of your personal information and uploading your photo ID. If you are being entered as a beneficial owner for multiple companies, you will save time by getting a FinCEN ID. You can obtain one quickly at https://fincenid.fincen.gov by following their directions (which will take you to Login.gov). We recommend that you obtain a FinCEN ID for both your company and for the individuals you list as beneficial owners. This will make updates in the future much easier for you, and it is very likely that most companies will need to update their reports in the future. Remember that your FinCEN identifier needs to be updated if there is any change in your information (address, etc.), and this also triggers a requirement that you update your BOI Report.
Q: Why can’t I submit my report? It won’t let me.
A: There is an error in your report. The area with an error is marked with a 
Q: What if I need to go back and change something I answered earlier before I submit my information to BOI Ally?
A: Go to the My Reports tab at the top of the screen. Select the report for the company you want to make a change for, and then you should see a set of categories which you can select from to edit the information you have submitted. If you need to change or add to information for a beneficial owner, select “Beneficial Owners” and you will be led to a page which lists all the beneficial owners you have identified. From there, you can edit the information for that person or add additional information or documentation for that person.
Q: What if I created my business by paying a company to file the origination papers with the secretary of state?
A: This question is only relevant to companies created on or after January 1, 2024, which must list Company Applicants. Many businesses are created by using a commercial service. If you created your business using a commercial filing service, you will need to contact them to obtain the identification of an individual responsible for that filing. The commercial filing services are prepared for these questions and should be able to quickly give you the name, address, and photo ID for the person you can list as the actual filer under the Company Applicant information. If you self-prepared the form on a website that provided software or online tools, but you were the one who created the information in the form, you do not need to list a beneficial owner of the commercial filing service. If you list a person at a commercial filing service as a company applicant, you must also list the person who provided the information for the filing as a company applicant.
Q: How can I determine the date my company was formed so that I know whether it was created before or after January 1, 2024?
A: The best way is to reach out to the secretary of state’s office for the state in which your company was incorporated/registered. You should be able to either access your formation documents online or call their office and obtain this information. The safest route is to look to the date the incorporation/registration was filed with the secretary of state’s office.
Q: What is an exempt entity?
A: Certain types of companies are exempted from having to file a BOI Report. Check here to determine if your company is exempt from filing. These exemptions are narrow and do not apply to the vast majority of small and medium sized businesses. The most common exemptions are for large businesses (those with 21 or more full-time employees and more than $5 million in annual gross receipts), subsidiaries of large businesses (100% owned by the large business), inactive companies (no recent activity, no assets or liabilities), tax exempt entities with a 501(c)(3) tax exemption, and other very specific businesses in certain industry sectors. If you are not certain whether your company is exempt, check for free on BOI Ally by clicking on the link above.
Q: What if I have now determined that my company is exempt from filing?
A. If you have determined that your company is exempt, consider the following: If it is foreseeable that your company might become non-exempt in the future (the number of employees may dip below 21 in future years, etc.), we recommend that you proceed with filing your report as though the company were non-exempt now. There is no penalty for overreporting or filing a report even if your company is exempt. However, there are strict penalties for failing to file if your company becomes non-exempt at any time in the future. If you are certain that your company is exempt and do not want to file a BOI Report, click here to report to FinCEN that your company is exempt from filing.
Q: What if I previously reported that my company is exempt but now it has lost its exempt status?
A: You will need to Update your report and report all information as though this was an Initial Filing, including reporting all beneficial owners.
Q: What if I previously filed a BOI Report but my company has now become exempt?
A. If you have determined that your company is now exempt, consider the following: If it is foreseeable that your company might become non-exempt in the future (the number of employees may dip below 21 in future years, etc.), we recommend that you proceed with filing your report as though the company were non-exempt now. There is no penalty for overreporting or filing a report even if your company is exempt. However, there are strict penalties for failing to file if your company becomes non-exempt at any time in the future. If you are certain that your company is now exempt and will remain exempt, click here to report to FinCEN that your company is newly exempt.
Q: What is the difference between correcting and updating a prior report?
A: You are required to “correct” a prior report if the report contains inaccurate information from a previously filed BOI Report. You are required to “update” a prior report if there has been a change to the company information or beneficial ownership information. In both cases, all of the BOI Report information must be reported, including the information which remains accurate from prior filings. If you obtained a FinCEN ID for your company and made your prior filing on BOI Ally, you can shortcut the re-entry of all this information again by entering the FinCEN ID. We still have your prior information and can use it to fill out the report and you can just enter the new information your company needs to report. Note: we strongly recommend you “Update” your report rather than “Correct” your report if you are only reporting changes which have occurred. By submitting a corrected report, you could potentially draw the attention of FinCEN to the fact that you admit you filed inaccurate information previously. If you did discover you filed inaccurate information previously, FinCEN gives you 90 days from the discovery of that fact to correct your report. Beyond the 90 days, you are subject to the daily penalty.
Q: Can I delete or remove information from a previous BOI Report? If a beneficial owner leaves, can I remove them from our report?
A: No. FinCEN does not allow for the removal of information. You can add to it, but you cannot delete information from a previously filed report.
Q: What if I realize something is inaccurate in the BOI Report I submitted?
A: The Corporate Transparency Act provides for a brief safe harbor. If you learn new information which leads you to believe there is an inaccuracy in your report, you have 90 days in which to correct your report. If the correction is done in this 90 day window, you can avoid the $591 per day penalty. However, if you already knew something was inaccurate in the report when you filed it, the safe harbor will not apply and you will be penalized $591 per day for each day the report was inaccurate, from the day of filing up to the day you correct it.
Q: I own several companies which need to file BOI Reports. Can I just enter this information once and have it applied to several companies?
A: FinCEN says no. Each company will have to provide a separate report. However, in this instance, it would greatly behoove you to obtain FinCEN IDs for the persons who will appear as beneficial owners across those companies. Rather than enter their full information and ID for each company, you can simply enter their FinCEN ID for each company and move on.
Q: If my company is partially owned by another company, why does it matter whether that owner company is exempt or non-exempt?
A: If your company is 100% owned by an exempt company, your company is also exempted from filing a BOI Report. If your company is only partly owned by another company (an ownership of 25% or more of your company but less than 100%), if that owner company is exempt, you do not need to list a beneficial owner for the owner company, but that does not exempt your company from filing. If the owner company is not exempt, you must list at least one individual who is the beneficial owner of the owner company. Your company is only exempt from filing under this scenario if it is 100% owned by an exempt company. If your company is owned by an exempt company, but that exempt company’s holding is less than 100%, your company needs to file a BOI Report.
Q: What sort of confirmation will I receive once I submit my information on BOI Ally? Will I receive a filing confirmation from FinCEN to keep in my records?
A: Upon submission on BOI Ally, we will immediately provide you with confirmation that your information has been submitted for attorney review and filing, along with a copy of the information which you have provided. Once BOI Ally’s legal review is completed and your BOI Report has been submitted to FinCEN, BOI Ally will provide you with a copy of the filing confirmation it receives from FinCEN. The filing confirmation from FinCEN is a transcript of the BOI Report, as reflected in the records of FinCEN, along with a confirmation of the date filed.
Questions about identifying Beneficial Owners
Q: What is beneficial ownership information?
A: Beneficial ownership information refers to identifying information about the individuals who directly or indirectly own or control a company. Once you have identified your company’s beneficial owners, you will need to provide their name, address, government-issued photo ID number and type and a copy of that ID for each beneficial owner.
Q: What are acceptable forms of identification for beneficial owners?
A: The following are acceptable:
- A non-expired driver’s license issued by any US state, commonwealth, territory, or possession;
- A non-expired identification document with a photograph issued by the US, a state, or a local government or Indian Tribe;
- A non-expired US passport; or
- A non-expired passport issued by a foreign government (only if the person does not have one of the other three forms of ID listed above).
Q: What if I’ve identified a beneficial owner and do not have a copy of their physical ID?
A: FinCEN requires that you provide identification proof for this individual. If they are refusing to provide it to you, ask them to obtain a FinCEN Identifier at https://fincenid.fincen.gov, where they can provide their information directly to the government and receive a FinCEN ID through Login.gov. Then they can provide you with their FinCEN ID number and you can enter it for that person without needing anything further from them. Otherwise, the law requires that you obtain their government issued photo ID. Submitting the report without that person would result in your filing an inaccurate report which will subject you, the person refusing to provide the ID, and your company, to a penalty of $591 per day until the report is updated with that person’s proper information.. BOI Ally will not allow you to submit a report without proper identification uploaded for each beneficial owner. We require this because the government requires this, and the government will not allow a report to be uploaded without each beneficial owner’s ID uploaded for that person.
Q: What if someone I identified as a beneficial owner refuses to provide me with their information or ID?
A: FinCEN requires that their information be reported. Warn them that FinCEN has announced it will fine any person who refuses to provide accurate information $591 per day until the correct information is provided. FinCEN may also have criminal charges brought against this person and they could end up in prison for two years. Both the company, the reluctant beneficial owner, and the person(s) responsible for submitting information for the BOI Report will be fined $591 per day until the correct information is provided. The penalty does not just apply to the company. It applies to anyone who refuses to provide the required information. The criminal penalties (imprisonment) are reserved for individuals who do not provide accurate information on time—you can’t put a company in prison—so it is safe to assume that the criminal penalties are reserved for just this sort of situation, where a beneficial owner refuses to provide both their information and an image of their government-issued photo ID.
Q: What if I’m not sure if a person is a beneficial owner?
A: While FinCEN has strict and harsh penalties for underreporting ($591 per day that an inaccurate report is on file), there is no penalty for overreporting. When in doubt, report the person as a beneficial owner. It behooves you financially to overreport if there is doubt about whether a person is a beneficial owner.
Q: Should I include past owners in my report, or only current owners?
A: An initial BOI Report should only include current owners as of the time of filing. If this changes, the company has 30 days in which to correct or amend its report or penalties will apply.
Q: What if a beneficial owner has died?
A: If there has been a probate of their will or administration of their estate, then the heirs taking that equity now are beneficial owners if any individual owns 25% or more of the company’s equity. If the person died recently and their estate has not been administered or probated, then the executor/administrator of the estate would be the beneficial owner until the shares are passed to the beneficiaries (who, again, would become beneficial owners if any individual obtains 25% or more of the equity of the company, which means the company would have to file an update within 30 days of the administration/disbursement of the estate). This would only matter if the decedent was an equity owner of the company. If a person who had substantial control over a company died, that power would likely be reassigned by the company into another individual at the company. The death of a beneficial owner will likely result in two updates: updating with the name of the executor/administrator of the estate, and another update identifying the person who was awarded the stock/shares through the probate of the deceased’s estate. Both of these updates need to be made within 30 days of the change in status.
Q: What if my company has no beneficial owners?
A: Every company has at least one beneficial owner. FinCEN mandates that each company provide the name of at least one person who owns the company. In FinCEN’s view, there is no company that is not owned by anyone or controlled by anyone. A starting point for determining who owns the company, even if it has no assets, is who would be responsible for opening a bank account for the company if it received a check? Who would have authority to write a check for the company if it had assets?
Q: Why does it matter if some person or company owns 25% or more of my business?
A: FinCEN has chosen 25% as the magic number for someone it considers to be a beneficial owner of a company. If you have stockholders or shareholders who own less than that, they do not need to be reported. If a business owns 25% or more of your company, then we have to determine who the individuals are at that company who need to be reported as beneficial owners. If a company owns the company that owns your company, FinCEN requires us to keep going down the line until we can identify a person who is the beneficial owner of 25% or more of your business.
Q: What is the difference between an equity owner and a person who has substantial control? Are both considered beneficial owners?
A: Equity owners are what we are calling individuals who own 25% or more of your company. They are considered beneficial owners. A person who directly or indirectly exercises substantial control over your business is also considered a beneficial owner. FinCEN wants you to identify people in both categories. There must be at least 1 person who owns the company and there must be at least one person who has substantial control over the company. This can be the same person. If a company is only owned by one person and that person makes all the decisions for that company, then that person is the only beneficial owner and only needs to be listed once in the report.
Questions about the BOI Report and Penalties
Q: When is my Beneficial Ownership Information Report Due?
A: A company created or registered to do business before January 1, 2024, will have until January 1, 2025, to file its initial BOI report. A company created or registered in 2024 will have 90 days to file after creating the company. A company created or registered on or after January 1, 2025, will have 30 days in which to file after creating the company. All companies should FILE NOW to prevent forgetting to file or a government website crash which prevents you from filing. At $591 per day, the penalty to too great to procrastinate.
Q: What types of companies must file a BOI Report?
A: Corporations, LLCs, limited partnerships, and any other type of entity created by filing with the secretary of state for any US state or territory must file a BOI Report unless they are exempt. Click here to check if your company is exempt.
Q: What should I do if previously reported information changes?
A: If there is any change at all to the information you reported, whether it pertains to beneficial owners (change in who meets the 25% ownership interest threshold, hiring a new officer, an address change or name change of a beneficial owner, etc.) or your company (address change, registering a new business name or DBA, etc.), your company must file an updated report no later than 30 days after the date of the change or face penalties.
Q: What if I have an old company that hasn’t operated in years?
A: It may be exempt from filing. Check if your company is exempt here, where you can find more detail on whether a company is exempt due to inactivity.
Q: Why is the penalty $591 per day?
A: When the Corporate Transparency Act was signed into law in January of 2021, the daily penalty for noncompliance was set at $500 per day. But Congress added an inflation adjuster to the law. The law formally took effect on January 1, 2024. In January of 2024, the Department of the Treasury announced that, with the inflation adjustment, the penalty for noncompliance with the Corporate Transparency Act is now $591 per day. This is in addition to possible criminal penalties of a fine of up to $10,000 and a prison sentence of up to 2 years.
Q: What is noncompliance which results in a penalty of $591 per day plus potential criminal penalties?
A: Per the Corporate Transparency Act, noncompliance is failing to file a BOI Report for a company by January 1, 2024 OR filing an inaccurate BOI Report. The frightening part of this is that any error or inaccuracy in your BOI Report has the potential to subject you to a civil penalty of $591 per day plus a criminal fine of up to $10,000 and imprisonment for up to 2 years unless it is corrected within 90 days of learning of the inaccuracy. It is critical that you file an accurate report and include every person who is or might be a beneficial owner.
Q: But I heard only “willfully” noncomplying results in the penalties?
A: “Willfully” is defined under the Corporate Transparency Act as being a “voluntary, intentional violation of a known legal duty.” Under US Supreme Court precedent, businesses such as yours are charged with knowledge of laws that are published. Ignorance of the law is no excuse. You a presumed to know of this legal duty because it was published in the Federal Register, where federal laws are announced. Even though it has been poorly publicized, if you are presumed to know this legal duty, then it is a voluntary and intentional violation not to comply with it by filing an accurate report on time. Our interpretation is that the daily penalties will apply to all businesses who fail to file on time, provide inaccurate information, or fail to correct a mistake or omission. You should not gamble with your wallet, your company’s wallet, and your freedom by assuming that grace will be applied in the future because this law, as written, will apply the daily penalties to all businesses which don’t comply, and it may apply the criminal penalties, as well. The daily penalty of $591 appears mandatory to us, while the criminal penalties “may” be applied. Failure to fully and completely comply is not worth the risk because the stakes are too high.
Q: Do these penalties apply to the beneficial owners or the business?
A: FinCEN says BOTH. The penalties apply to the individual who provides the inaccurate information to FinCEN, the person who gave inaccurate information to the person who provided the information to FinCEN, and the company. And the penalties apply to both the individuals who were responsible for filing, but failed to do so, and the company. Our read of this is that multiple parties could be fined $591 a day for failing to file or filing an inaccurate report. The owners, senior officers, and other people who substantially control the company could all be penalized $591 per day, each, in addition to the company also being penalized $591 per day.
Q: Could I really land in federal prison for 2 years if I don’t file this report?
A: We don’t know how strictly the federal government will enforce the criminal penalties. It appears safe to assume that you will face a civil penalty of $591 per day for every day that it is late. If you were late two years on filing your report, you would very likely owe the government $431,430. As for imprisonment, only time will tell how willing the government is to enforce this against business owners who don’t file, or file inaccurate or incomplete reports. It would be a very high stakes gamble to not file, hoping that the government does not imprison you. And you would be out hundreds of thousands of dollars in civil penalties. It’s just not worth the gamble. File it correctly before the deadline.
Q: How safe is my information once it is submitted to FinCEN? Who can access it?
A: The federal government tells us it will be very safe. FinCEN will only provide access to federal, state, and local government officials, as well as tribal officials, if applicable, and certain foreign officials. For these governmental officials to obtain this information, they have to submit a request to the US government to obtain this information for authorized activities related to national security, intelligence, and law enforcement. In addition to these governmental officials, financial institutions (banks) will have access only if you give consent. Anyone disclosing your beneficial ownership information unlawfully is subject to very high penalties and imprisonment.
Q: If my questions are not answered on this FAQ, how do I contact BOI Ally?
A: If you are unable to submit your report, or if your question is not answered in the other Frequently Asked Questions on this page, you may send a message to BOI Ally directly by clicking here. Only questions relevant to the scope of your representation (filing on BOI Ally’s website or reporting requirements for your filing) will be answered.