BOIR: Company Applicant VS Beneficial Owners
Essential information about the BOI Report submission
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General
When submitting the BOI Report to FinCEN, the filer needs to understand the difference between the Company Applicant and the Beneficial Owner.
What is a BOI Report?
A BOI (Beneficial Ownership Information) Report details the individuals who ultimately own or control the company. For more information, please read the General Instructions for BOI Reporting.
Who is the Company Applicant?
The Company Applicant is:
- The individual who directly filed the document that created a domestic reporting company, or the individual who directly filed the document that first registered a foreign reporting company. This person would have physically or electronically filed the document with the secretary of state or a similar office.
- The individual who was primarily responsible for directing or controlling the filing of the creation or first registration document. Even if this person did not file the document with the secretary of state or a similar office, they are still considered a company applicant.
Who is a Beneficial Owner?
A Beneficial Owner is an individual who has the:
- Ownership Interest: A Beneficial Owner is any individual owning or controlling 25% or more of a reporting company's ownership interest. This includes equity, stock, voting rights, capital gains, profit interests, or rights to purchase or sell such interests. Contracts or relationships establishing ownership also qualify.
- Substantial Control: An individual with direct or indirect influence over a company's decision-making is also a Beneficial Owner. This includes senior officers (e.g., CEO, CFO), those with authority to appoint/remove officers, or anyone exercising significant control through influence or indirect methods.
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Company Applicant vs Beneficial Owner
| Criteria | Company Applicant | Beneficial Owners |
|---|---|---|
| Definition | Individuals who filed or directed the filing of the company's formation or registration documents. | An individual who owns or controls 25% of the company's ownership interest or has substantial control over the company. |
| Required | Only for companies created or registered on or after January 1, 2024. | Always required, regardless of the company's creation date. |
| Number Allowed | A maximum of two company applicants can be filed. | No limit to the number of beneficial owners. |
| Possible Overlap | Company applicants Can also be a beneficial owner. | Beneficial Owner Can also be a company applicant. |
| Change | Company Applicant cannot be removed from BOI Initial report once filed | Beneficial Owner can be changed after submitting the initial report |
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