Under the Corporate Transparency Act, Beneficial Ownership Information (BOI) of many Illinois businesses must be reported to the Financial Crimes Enforcement Network (FinCEN).
Reporting Requirements
- All domestic and foreign corporations, limited liability companies, or other business entities that are registered with the Illinois Secretary of State’s Department of Business Services are required to file a BOI report if they have fewer than 20 employees in the U.S. and less than $5 million in gross receipts or sales.
- Companies with more than 20 employees and more than $5 million in gross income or sales, publicly traded companies, tax-exempt organizations, partnerships, sole proprietorships and trusts are generally not required to file a BOI report.
Filing Deadlines
- Businesses that were registered with the Illinois Secretary of State prior to Jan. 1, 2024, have until Jan. 1, 2025 to file a BOI report.
- Businesses that are registered with the Illinois Secretary of State between Jan. 1, 2024 and Dec. 31, 2024, have 90 days after the date of incorporation or organization to file a BOI report.
- Businesses that are registered with the Illinois Secretary of State on or after Jan. 1, 2025 have 30 days from the date of incorporation or organization to file a BOI report.
- Any updates or corrections to previously filed BOI report must be reported within 30 days of the change or correction.
- Unless changes occur, BOI reports only need to be filed once. This is not an annual reporting obligation.
Information That Must Be Reported
BOI reports must provide the full legal name, date of birth, and address for each beneficial owner of the business. In addition, a non-expired US passport, state driver’s license, or other government-issued ID card must be uploaded to the FinCEN portal for each beneficial owner.
Individuals are considered to be beneficial owners if:
- they directly or indirectly own or control at least 25% of the ownership interests of the business; or
- they exercise substantial control with respect to decisions related to business, finances, and structure.
- Senior officers such as a president, CFO, general counsel, CEO, COO, or any other officer who performs a similar function are automatically deemed to have substantial control even if they don’t have a 25% ownership interest.
- In addition, individuals who have the authority to appoint or remove senior officers or board members are deemed to have substantial control regardless of whether they have actual ownership in the business.
Penalties for Noncompliance
The penalty for willfully failing to file a required report or for filing a report with false information is $500 per day for each day that the report is late a fine of up to $10,000, and imprisonment for up to two years.
Filing Process
BOI reports must be filed electronically on FinCEN’s e-filing portal https://boiefiling.fincen.gov/ The individual who submits the report must provide his/her name and email address to FinCEN. There is no fee for filing the BOI report.