What needs to be reported?

Non-US persons that own 25% or more of a foreign company need to be reported on the BOI Report. Regardless of whether an owner owns a company directly or indirectly, if their ownership represents 25% or more, they must be listed on the BOI report. People who exercise “substantial control” over the foreign company also need to be listed. These people do not need to have any ownership in the company but are decision-makers. This generally includes officers and directors but can also be senior management if they are able to make decisions that affect the running of the company.

What is a beneficial owner?

A beneficial owner is an individual who, whether directly or indirectly, exerts substantial authority over the reporting company, or holds or governs an ownership stake of at least 25% of the company.

What is substantial control?

If the individual fits into any of the specified categories, they are deemed to be exercising substantial control. These categories include being a senior officer, such as the president, chief financial officer, general counsel, chief executive officer, chief operating officer, or any comparable role. Additionally, if the individual possesses the power to appoint or dismiss specific officers or a majority of directors of the reporting company, they are considered to be exerting substantial control. Furthermore, if the individual serves as a pivotal decision-maker for the reporting company, they are considered to have substantial control.

When does this information need to be reported?

The interim final rule recently issued by FinCEN significantly narrows the scope of beneficial ownership information (BOI) reporting requirements under the Corporate Transparency Act. It exempts all domestic entities and US persons who are beneficial owners of foreign reporting companies from BOI reporting obligations. Only foreign entities registered to do business in the US must now report BOI, but they are not required to report US persons as beneficial owners. The rule extends the reporting deadline for foreign entities to 30 days after publication or 30 days after registering to do business in the US, whichever is later. More information is available on FinCEN’s website at https://www.fincen.gov/boi.

Beneficial Ownership Information Report

A beneficial ownership information report identifies non-US persons who ultimately own, control, or benefit from a foreign business entity, even if they do not directly hold legal ownership.

These reports are important tools for transparency and preventing financial crimes.

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When does a BOI Report need to be filed?

You are a foreign company
Your existing foreign company needs to complete its first report
You need to update information that has previously been reported
You need to correct a mistake on a previously filed report
Your company has recently become exempt from reporting requirements

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Gather Information

You will need to provide certain relevant information. This includes company details, information regarding the beneficial owners, and possibly the company applicant's details.