BOI annual checklist maintenance

Summary of relevant information (concise, authoritative): - Annual reporting: There is no separate annual BOI report requirement. Reporting companies must file an initial BOI report and then file updated or corrected BOI reports as needed when required information changes or is found inaccurate. - Initial filing deadlines: - Companies created/registered before Jan 1, 2024: initial BOI due by Jan 1, 2025. - Companies created/registered in 2024: initial BOI due within 90 calendar days after actual or public notice that creation/registration is effective (whichever is earlier). - Companies created/registered on/after Jan 1, 2025: initial BOI due within 30 calendar days after actual or public notice that creation/registration is effective. - Previously exempt companies that lose exempt status: file within 30 calendar days of losing exemption (with special transition rules for earlier companies as described in guidance). - Update/correction timing and safe-harbor: - Any change to required information must be reported via an updated BOI report no later than 30 days after the change occurs. - If an inaccuracy is found, it must be corrected no later than 30 days after the filer becomes aware or has reason to know of it. - There is a safe harbor from penalty for voluntarily correcting a mistake or omission within 90 days of the original deadline. - What to report (high-level required fields): reporting company identification and, where applicable, the company’s beneficial owners and company applicants (company applicant reporting applies generally to companies created/registered on or after Jan 1, 2024).

For each individual reported, required information includes full legal name, date of birth, current address, and a unique identifying number from an acceptable ID (and an image of that ID when required).

A FinCEN identifier may be used in place of the four pieces of personal information if the individual obtained one. - Definitions and triggers: Beneficial owner defined by ownership interest (e.g., >25% threshold) and substantial control; changes that typically trigger updates include changes in legal name/DBA, changes in beneficial owners (e.g., sale that changes who meets 25% threshold), death of a beneficial owner (report within 30 days after estate settled), new addresses, new identifying documents, or changes in company status (becoming exempt or losing exempt status). - Enforcement and penalties: Willful failure to report or willfully filing false information can lead to civil and criminal penalties, including civil penalties up to $500 per day (adjusted annually for inflation; guidance cited $591 as of April 18, 2024), and criminal penalties up to 2 years imprisonment and/or a fine of up to $10,000.

Senior officers can be held accountable. - Filing method: BOI reports are filed electronically through FinCEN’s secure filing system at www.fincen.gov/boi; FinCEN provides filing instructions and a secure e-filing system.

If a company cannot file electronically, it should contact FinCEN for assistance. - Exemptions: There are 23 exemption categories (e.g., publicly traded companies, many large operating companies, certain tax-exempt entities, inactive entities); FinCEN’s Small Entity Compliance Guide includes checklists to determine exemption status. - Practical compliance and maintenance guidance (recommended checklist items):

Summary of relevant information (concise, authoritative):

- Companies created/registered before Jan 1, 2024: initial BOI due by Jan 1, 2025. - Companies created/registered in 2024: initial BOI due within 90 calendar days after actual or public notice that creation/registration is effective (whichever is earlier). - Companies created/registered on/after Jan 1, 2025: initial BOI due within 30 calendar days after actual or public notice that creation/registration is effective. - Previously exempt companies that lose exempt status: file within 30 calendar days of losing exemption (with special transition rules for earlier companies as described in guidance).

- Any change to required information must be reported via an updated BOI report no later than 30 days after the change occurs. - If an inaccuracy is found, it must be corrected no later than 30 days after the filer becomes aware or has reason to know of it. - There is a safe harbor from penalty for voluntarily correcting a mistake or omission within 90 days of the original deadline. - What to report (high-level required fields): reporting company identification and, where applicable, the company’s beneficial owners and company applicants (company applicant reporting applies generally to companies created/registered on or after Jan 1, 2024).

For each individual reported, required information includes full legal name, date of birth, current address, and a unique identifying number from an acceptable ID (and an image of that ID when required).

A FinCEN identifier may be used in place of the four pieces of personal information if the individual obtained one. - Definitions and triggers: Beneficial owner defined by ownership interest (e.g., >25% threshold) and substantial control; changes that typically trigger updates include changes in legal name/DBA, changes in beneficial owners (e.g., sale that changes who meets 25% threshold), death of a beneficial owner (report within 30 days after estate settled), new addresses, new identifying documents, or changes in company status (becoming exempt or losing exempt status). - Enforcement and penalties: Willful failure to report or willfully filing false information can lead to civil and criminal penalties, including civil penalties up to $500 per day (adjusted annually for inflation; guidance cited $591 as of April 18, 2024), and criminal penalties up to 2 years imprisonment and/or a fine of up to $10,000.

Senior officers can be held accountable.

- Exemptions: There are 23 exemption categories (e.g., publicly traded companies, many large operating companies, certain tax-exempt entities, inactive entities); FinCEN’s Small Entity Compliance Guide includes checklists to determine exemption status.

• Annual reporting: There is no separate annual BOI report requirement. Reporting companies must file an initial BOI report and then file updated or corrected BOI reports as needed when required information changes or is found inaccurate.
• Initial filing deadlines:
• Update/correction timing and safe-harbor:
• Filing method: BOI reports are filed electronically through FinCEN’s secure filing system at www.fincen.gov/boi; FinCEN provides filing instructions and a secure e-filing system. If a company cannot file electronically, it should contact FinCEN for assistance.
• Practical compliance and maintenance guidance (recommended checklist items):

Determine reporting-company status and whether any exemptions apply (review FinCEN guidance and keep documentation of the analysis).

Collect and verify required data at formation and periodically from beneficial owners and company applicants

legal name, DOB, current address, TIN if applicable, ID details and images where required.

Assign an owner (e.g., compliance officer/manager/registered agent/outsourced provider) responsible for BOI filings and 30-day updates. 4. Implement an annual internal review aligned to the company’s fiscal/annual cycle (even though BOI is not annual, an annual review reduces risk)

confirm no changes that would require an updated BOI report in the prior 12 months.

Put written procedures and data-retention practices in place for collecting, storing, and updating BOI data; track who can access sensitive ID images.

Prepare for triggering events

ownership transfers, new officers, mergers, deaths, name/DBA changes, and changes in exemption status. When triggers occur, file updates no later than 30 days.

Use FinCEN identifiers where practical to simplify future reporting; encourage beneficial owners to obtain one if they will be reported regularly.

Coordinate BOI compliance with state filings

check your Secretary of State annual report/filing deadlines and required officer/member disclosure — ensure state-level filings (e.g., annual reports, registered agent changes, ownership transfer filings) are done timely and that internal processes capture both federal BOI update triggers and state filing needs.

Train beneficial owners and company applicants on their reporting obligations and the potential penalties for willful noncompliance.

Consider using a commercial compliance vendor or counsel to manage filings if you lack in-house capacity. Notes about state-specific information

FinCEN’s BOI rule and guidance create a federal reporting requirement. States handle company formation and annual/periodic reporting separately; many state annual reports request officer/member/manager or registered agent updates but do not replace FinCEN BOI filings. State requirements vary — therefore, as part of maintenance, companies should add a step to their internal checklist to (A) check the Secretary of State (or equivalent) filing obligations and reporting fields for the state(s) of formation/registration and (B) align any ownership or officer changes with both state filings and FinCEN update timelines. Conclusions: Federal BOI compliance is not an annual BOI filing but requires continuous maintenance and updates within 30 days when required information changes. The most effective corporate practice is to implement an annual internal review tied to ongoing change-monitoring and to follow the 30-day update rule, with documented procedures, assigned responsibility, and secure recordkeeping to limit enforcement risk and ensure timely, accurate reports to FinCEN.