Many small businesses are now subject to new federal reporting requirements under the Corporate Transparency Act (CTA). These requirements are enforced by the Financial Crimes Enforcement Network (FinCEN) and require certain businesses to file Beneficial Ownership Information Reports (BOIR).

For business owners who are unaware of these rules, the penalties for noncompliance can be severe. This guide explains what FinCEN BOIR is, who must comply, what information is required, and how Ohio small businesses can avoid costly mistakes.

What Is FinCEN BOIR?

FinCEN BOIR refers to Beneficial Ownership Information Reporting, a federal requirement designed to prevent money laundering, fraud, and illicit financial activity.

Under this law, certain foreign businesses authorized to operate in the U.S. must report identifying information about:

  • Their beneficial owners
  • Individuals who exercise substantial control over the business

Reports are filed directly with FinCEN, not the IRS or state agencies.

Who Must File a FinCEN BOIR?

All non-U.S. LLC’s authorized to do business in the United States are required to report.

Businesses that may be required to file include:

  • Foreign Limited Liability Companies (LLCs)
  • Foreign Corporations
  • Other foreign entities authorized to do business in the U.S.

If you own a U.S. formed business, you likely no longer have federal BOI reporting obligations under the CTA.

Common BOIR Exemptions

Some foreign businesses are exempt from BOIR requirements, including:

  • Large operating companies meeting specific criteria
  • Certain regulated entities (banks, insurance companies, public companies)
  • Tax-exempt organizations

Exemptions are narrowly defined.

What Information Must Be Reported?

Businesses subject to BOIR must report information about the company and its beneficial owners.

Company Information

  • Legal business name
  • Any trade names or DBAs
  • Business address
  • Country of formation

Beneficial Owner Information

A beneficial owner is generally someone who:

  • Owns or controls at least 25% of the company, or
  • Exercises substantial control over the business

Required information includes:

  • Full legal name
  • Date of birth
  • Residential address
  • Unique identifying number from an approved identification document

What Is “Substantial Control”?

Substantial control may include individuals who:

  • Serve as senior officers
  • Have authority over major business decisions
  • Control or influence significant aspects of the company

This definition can extend beyond owners and may include managers or executives.

BOIR Filing Deadlines

BOIR deadlines depend on when the business was formed.

Businesses Formed Before January 1, 2026

  • Must file BOIR by December 31, 2026

Businesses Formed On or After January 1, 2026

  • Must file within 30 days of formation

Missing deadlines can result in penalties.

Updating or Correcting BOIR Information

BOIR is not a one-time filing in all cases. Businesses must update reports when:

  • Ownership changes
  • Control persons change
  • Reported information becomes inaccurate

Updates must generally be filed within 30 days of the change.

Penalties for Noncompliance

Failure to comply with FinCEN BOIR requirements can result in:

  • Civil penalties of up to $500 per day
  • Criminal penalties, including fines and imprisonment in extreme cases

These penalties make compliance especially important for small business owners.

Common BOIR Compliance Mistakes

  • Assuming your business is exempt without verification
  • Missing filing deadlines
  • Misidentifying beneficial owners
  • Failing to update reports after ownership changes
  • Relying on informal or incorrect advice

Because BOIR is new, misinformation is common.

Do I Need a Lawyer for FinCEN BOIR Compliance?

While BOIR filings are submitted online, legal guidance can help:

  • Determine whether your business is required to file
  • Identify beneficial owners and control persons correctly
  • Ensure accurate and timely reporting
  • Reduce risk of penalties

This is especially important for businesses with multiple owners or complex management structures.

FinCEN BOIR and Business Formation

BOIR compliance often overlaps with:

  • LLC formation
  • Corporate governance
  • Operating agreements
  • Ownership restructuring

Businesses starting or restructuring should address BOIR obligations as part of formation planning.
Learn more about LLC formation in Ohio →

Speak With an Ohio Small Business Attorney About BOIR Compliance

FinCEN BOIR requirements are new, complex, and strictly enforced. Understanding your obligations now can help you avoid penalties and operate your business with confidence.

Contact Tibbs Law Office to schedule a confidential consultation about FinCEN BOIR compliance and small business legal requirements.