No, you do not need to file a Beneficial Ownership Information Report (BOIR) every year. The filing of BOIR updates is not an annual requirement but rather an event-driven obligation triggered by specific changes within your company or its beneficial ownership.
Understanding BOIR Update Requirements
Unlike some recurring annual reports, BOIR updates are specifically required when previously reported information becomes inaccurate or changes. This ensures that the Financial Crimes Enforcement Network (FinCEN) maintains current and accurate beneficial ownership information to combat illicit financial activities. Businesses may need to file BOIR updates regularly as business changes can be frequent.
When BOIR Updates Are Required
Businesses must file an updated BOIR within 30 calendar days of any change to the information previously reported to FinCEN. This includes not only changes to the company's beneficial owners themselves but also certain significant operational changes of the reporting company.
It is not uncommon for companies to change their legal name, move their principal place of business, register a new assumed name, or redomesticate – all transactions which may trigger the need to file an updated BOIR.
Key events that trigger the need for a BOIR update include:
- Changes to a company's legal name: If your company undergoes a legal name change, an update is required.
- Moving the principal place of business: Relocating your company's main operational address necessitates an update.
- Registering a new assumed name: If your company begins operating under a new trade name or "doing business as" (DBA) name, this must be reported.
- Redomestication: If your company changes its state or jurisdiction of formation, an update is mandatory.
- Changes in beneficial ownership: Any change in who qualifies as a beneficial owner, or any change to a beneficial owner's name, address, or unique identifying number (from an ID document), requires an update.
- Correction of inaccurate information: If you discover that information filed in a previous BOIR was inaccurate, you must file a corrected report.
Update Deadlines at a Glance
| Event Triggering Update | Action Required | Deadline |
|---|---|---|
| Change in Company Information | File an updated BOIR with new details. | 30 calendar days from the date of change |
| Change in Beneficial Ownership | File an updated BOIR with new owner details. | 30 calendar days from the date of change |
| Correction of Inaccurate Data | File a corrected BOIR. | 30 calendar days from discovery of error |
Why Staying Updated is Crucial
Failing to file required BOIR updates can lead to significant penalties, including civil and criminal sanctions. Maintaining accurate and up-to-date information demonstrates compliance with the Corporate Transparency Act and helps prevent the misuse of legal entities for illicit purposes. For more detailed information on BOIR requirements, you can visit the FinCEN Beneficial Ownership Information website.
Who Needs to File?
Generally, most corporations, limited liability companies (LLCs), and other entities created or registered to do business in the U.S. will be considered "reporting companies" and will need to file BOIRs unless an exemption applies. Initial reports have their own deadlines, distinct from these ongoing update requirements.
