BOI Reporting for S Corps

As of recent developments in U.S. regulations, S corps, along with other business entities, are subject to Beneficial Ownership Information (BOI) reporting requirements under the Corporate Transparency Act (CTA), enforced by the Financial Crimes Enforcement Network (FinCEN). This is not a tax filing, but rather a financial crimes and transparency disclosure. Here are the key points regarding BOI Reporting for S corps:

Corporate Transparency Act (CTA) Overview:

 
Purpose and Applicability – The CTA aims to combat money laundering, terrorism financing, and other illicit activities by requiring S corps and other similar entities to disclose information about their beneficial owners. The CTA applies to a broad range of entities, including S corps, LLCs, and C corporations.
 

Beneficial Ownership Information Requirements:

 
Definition of Beneficial Owner – A beneficial owner is any individual who, directly or indirectly, exercises substantial control over the entity, owns, or controls at least 25% of the ownership interests.

Information Required – The information required for each filing includes: full legal name, date of birth, address, business identification number (such as employer identification number), and an identification document (such as passport or driver’s license). 
 

Reporting and Compliance:


Initial Report- A company registered to do business before January 1, 2024, will have until January 1, 2025, to file its initial BOI report. A business registered in 2024 will have 90 calendar days to file. An entity registered on or after January 1, 2025, will have 30 calendar days to file.


Updated Reports – Unless a company needs to update or correct information, BOI reporting for an S corp only needs to be submitted once. If there is any change about your company or its beneficial owners in a beneficial ownership information report, your company must file an updated report no later than 30 days after the date of the change.

Filing Method – Reports must be filed electronically with FinCEN. Reports can be filed here – Click Here. 

Penalties – Missed filings are subject to a penalty of $591 for each late day.  Willfully failing to file a BOI Report or providing false information on a BOI Report can result in a criminal fine of up to $10,000 and/or two years imprisonment.
 

Practical Steps for S Corps:

  1. Identify Beneficial Owners – Determine the individuals who meet the definition of beneficial owners (>25% ownership interest) for your S corp.
  2. Gather Required Information – Compile the “information required” listed above for each beneficial owner.
  3. File the Report – File electronically by the deadline listed above. The deadline is based on the date you registered your business. 
  4. Report any Changes – If applicable, file an updated report within 30 days to list any changes to beneficial ownership. 

Who Needs to File?

Almost all LLCs, S corps, and C corps need to file the BOI report. However, if your business type is listed below, you are exempt from the BOI filing requirement. If your business is exempt, there is nothing you need to do. I would recommend internally documenting your reason for not filing in case of further inquiry. 

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About the Author

Brett Rosenstein

Brett Rosenstein

Founder of S Corp Advantages
Certified Public Accountant

Brett is the founder and president of S Corp Advantages where he specializes in S corporations. He helps business owners understand if an S corporation election is right for their business. He also keeps current S corps in compliance with IRS regulations.

Brett received a Bachelor of Science in Business Administration from The Ohio State University. He is also a Certified Public Accountant.

When Brett is not working, he is running, biking, spending time with his wife and daughter, or trying new pizza places around Chicago.

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