On January 1, 2024, as part of the Corporate Transparency Act, a new requirement went into effect that required legal entities such as LLCs and corporations to file a Beneficial Ownership Information (BOI) report with the Financial Crimes Enforcement Network (FinCEN). The consequences of not doing this filing are significant with both harsh financial penalties as well as possible criminal penalties. Therefore, every physician should be aware of what they need to do to remain in compliance with these guidelines. Below, we’ll cover who needs to file one, relevant deadlines, and more.
12/17/24 UPDATE: On December 3rd, 2024, a nationwide injunction was put into place challenging the BOI reporting requirements detailed below. As of this time, filing is currently voluntary and companies will not be subject to fines and penalties if they fail to complete the BOI report while the injunction is in effect. Speak with your accountant to decide if/when you'd like to complete the reporting, as if the injunction is overturned, the time period to comply may be short. If you elect not to do it at this time, make sure you stay on top of the latest rulings on this so that you don't miss a new deadline, as the penalties for not complying are so high.
Disclaimer: Our content is for generalized educational purposes. Please do your own due diligence before making decisions based on this page. Nothing on this page constitutes formal or personalized legal or financial advice. Laws and taxes vary based on location and while this information is accurate to the best of our knowledge, it may not be up to date or apply in your location or personal situation. The knowledge on this topic may rapidly change. You should talk to relevant licensed experts. We are not formal financial, legal, or tax professionals, and you should consult these as appropriate. To learn more, visit our disclaimers and disclosures.
Article Navigation
What is the Beneficial Ownership Information (BOI) reporting requirement from the Corporate Transparency Act?
As of January 1, 2024, most legal entities such as LLCs and corporations, including many small businesses, are required to file a report providing Beneficial Ownership Information (BOI) to the Financial Crimes Enforcement Network (FinCEN), a bureau in the Department of the Treasury. It arose from an anti-money laundering law as a part of the Corporate Transparency Act, which is federal law.
The idea is to have information about the individuals that own or control the entities, known as their ‘beneficial owners,’ so that law enforcement, some governmental agencies, and financial institutions can have access to this information if deemed necessary to combat certain specified issues, such as money laundering that can occur when shell companies are in place.
Of note, this information is not supposed to be publicly available, just accessible to authorized entities.
There is also a separate requirement that many financial institutions collect this sort of beneficial ownership information from customers that are opening up accounts as part of their due diligence, but that is less relevant to this article aside from the fact that you may have to provide beneficial ownership information to both FinCEN and your financial institutions such as banks. The information that each of these requests may be different.
Who has to file a Beneficial Ownership Information (BOI) report?
Unless you qualify for one of the CTA’s exemptions listed on the FinCEN website, essentially every corporation, LLC, or entity created through the Secretary of State or equivalent office has to file a BOI report.
This includes most physician practices and entities set up for physician side gigs. A notable exception may be if you are a particularly large practice or healthcare organization, as one of the exemptions alludes to being a ‘large operating company,’ defined as having at least $5 million in revenue and 20 full-time employees.
A beneficial owner is any individual that directly or indirectly “exercises substantial control over a
reporting company,” or “owns or controls at least 25 percent of the ownership interests of a reporting company.” There is not a maximum number of beneficial owners that have to be reported for a particular entity. The owners have to be actual people - not trusts or holding companies or otherwise. If the owner is a trust then the trustees are the beneficial owners.
A person who “exercises substantial control” over a company includes anybody with a executive role in the company such as CEO, president, COO, CFO, or someone that exists above those people in an organizational chart or can remove those officers.
Foreign companies who have registered to do business in the United States may also have to file.
When is the deadline to file a Beneficial Ownership Information (BOI) report with FinCEN?
This depends, based on when you set up your entity.
Original Filing
If you created or registered your company prior to January 1, 2024, your deadline to report is January 1, 2025.
If you created or registered your company in 2024, you only have 90 calendar days to file your report, starting after receiving the notice that your company’s creation or registration is effective (whichever is earlier).
If you create or register your company on or after January 1, 2025, you only have 30 calendar days to file your report, starting after receiving the notice that your company’s creation or registration is effective.
Updates or corrections to your BOI information
Any updates or corrections that you make to your beneficial ownership information that has already been filed has to be submitted to FinCEN within 30 calendar days of the change.
Where do I go to file my Beneficial Ownership Information (BOI) report, and do I need to use someone to help me?
We are big fans of DIY when possible here at Physician Side Gigs, so we believe you can do it yourself. It doesn’t take that long and is pretty straightforward, and there are lots of resources on the FinCEN website for Beneficial Ownership information. At the time of writing this article, there’s also a nice video there explaining BOI.
You can file directly through the FinCEN website Beneficial Ownership page by clicking file a report and do this online using the web form. The first time you file, you’ll click ‘initial report.’
There are many companies that have been set up to do this but you truly can do this yourself in most cases. Of course, if you are uncomfortable with that, you can pay someone to do it for you. Regardless, you’ll likely need to supply them the information, so we’re not sure how much time this actually saves you.
What information has to be included in a Beneficial Ownership Information (BOI) report for FinCEN?
Note that these are different than the information that your financial institution may request.
For FinCEN BOI reporting purposes, you need to include the following information about beneficial owners:
Name
Date of birth
Address
A unique identifying number and issuing jurisdiction from, and image of, one of these non-expired documents:
US Passport
State driver’s license
ID issued by a state, local government, or Indian tribe
If none of the above are available, they can also accept a foreign passport)
For FinCEN BOI reporting purposes, you need to include the following information about the entity:
Name
Any trade name or doing business as (DBA) name
Address
Jurisdiction of formation and of registration (if foreign entity)
Tax identification number
For FinCEN BOI reporting purposes, you will need to include the following information as well:
Information about the company applicant(s)
Certification by the individual filing the report with FinCEN that the report is true, correct, and complete.
That’s it! Then it can be submitted. It may take a few seconds to go through before you get the confirmation page. Download and save a copy for your records.
Does filing a Beneficial Ownership Information (BOI) report for FinCEN cost money?
Not unless you use an intermediary company. FinCEN does not charge you for filing your report.
What happens if I don’t file a Beneficial Ownership Information (BOI) report with FinCEN by the deadline?
This is not recommended. The fines and penalties are high. It is $500 per day that you don’t file on time. There are additional fines and penalties up to $10,000 or 2 years in jail if you don’t file (or if you file but with false information). It remains to be seen how strict they are with this enforcement, but again, we don’t recommend finding out.
Where can I find the answers to other frequently asked questions about the Beneficial Ownership Information (BOI) report with FinCEN?
If you still have questions, there is a pretty comprehensive FAQ document on the FinCEN website for Beneficial Ownership Information that addresses even more frequently asked questions.
Conclusion
While filing the BOI report is another thing you have to do, ultimately it shouldn’t be that painful. Just make sure you do it by the deadline to avoid fees and penalties, as these will be legitimate if enforced.
Other resources for physicians with businesses
Learn more with related PSG topics: