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Corporate Transparency Act Ownership Reporting Tool

Orrick’s Corporate Transparency Act Beneficial Ownership Reporting Tool can help you determine if your company needs to report beneficial ownership to the Financial Crimes Enforcement Network, a bureau of the U.S. Department of the Treasury (FinCEN). This Tool will take you through a series of questions to assess whether a report is required.


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You may need to report beneficial ownership to FinCEN in 2024 if you are:

  • A US or foreign company that registers to do business in any U.S. state or tribal jurisdiction on or after January 1, 2024,

OR

  • A US or foreign company already in existence or registered to do business in any U.S. state or tribal jurisdiction before January 1, 2024.

Progress

Step 1 - Company Type

Step 2 - Exemptions

Step 3 - When to Report

Step 4(a) - Control Persons

Step 4(b) - >25%  Holders

Step 5 - Company Applicants

Download Report

Is the company one of the following (or will it be upon formation/registration)?

  • A corporation, limited liability company (LLC), or any entity created by the filing of a document with a secretary of state or any similar office under the law of any U.S. state or Indian tribe

OR

  • A corporation, LLC, or other entity formed under the law of a foreign country that is registered to do business in any state or tribal jurisdiction by the filing of a document with a secretary of state or any similar office

The company is likely NOT subject to the FinCEN beneficial ownership reporting rule.

The company may be subject to the FinCEN beneficial ownership reporting rule. Press "Next" below to see potential exemptions.

FinCEN Beneficial Ownership Reporting Tool

Progress

Step 1 - Company Type

Step 2 - Exemptions

Step 3 - When to Report

Step 4(a) - Control Persons

Step 4(b) - >25%  Holders

Step 5 - Company Applicants

Download Report

An entity that qualifies for any of the 23 exemptions shown in the chart below is not required to submit reports.

Once you select one of the potential exemptions below, you will be presented with one or more follow-up questions to assist your company in answering the question, “Is my company exempt from the reporting requirements?”

104) Exemptions
1) Securities Reporting Issuer (Exemption #1) An entity qualifies for this exemption if either of the following two criteria apply:

Because this Exemption applies, your company may be exempt from the FinCEN reporting requirements. Steps 3-5 do not apply to exempt entities.

Hit "Download Report" below (it will take approximately 10 seconds to download).

2) Governmental authority (Exemption #2) An entity qualifies for this exemption if both of the following two criteria apply:

Because this Exemption applies, your company may be exempt from the FinCEN reporting requirements. Steps 3-5 do not apply to exempt entities.

Hit "Download Report" below (it will take approximately 10 seconds to download).

3) Bank (Exemption #3) An entity qualifies for this exemption if any of the following three criteria apply:

Because this Exemption applies, your company may be exempt from the FinCEN reporting requirements. Steps 3-5 do not apply to exempt entities.

Hit "Download Report" below (it will take approximately 10 seconds to download).

4) Credit union (Exemption #4) An entity qualifies for this exemption if either of the following two criteria apply:

Because this Exemption applies, your company may be exempt from the FinCEN reporting requirements. Steps 3-5 do not apply to exempt entities.

Hit "Download Report" below (it will take approximately 10 seconds to download).

5) Depositary institution holding company (Exemption #5) An entity qualifies for this exemption if either of the following two criteria apply::

Because this Exemption applies, your company may be exempt from the FinCEN reporting requirements. Steps 3-5 do not apply to exempt entities.

Hit "Download Report" below (it will take approximately 10 seconds to download).

6) Money transmitter business (Exemption #6) An entity qualifies for this exemption if either of the following two criteria apply:

Because this Exemption applies, your company may be exempt from the FinCEN reporting requirements. Steps 3-5 do not apply to exempt entities.

Hit "Download Report" below (it will take approximately 10 seconds to download).

7) Broker or dealer in securities (Exemption #7) An entity qualifies for this exemption if both of the following two criteria apply:

Because this Exemption applies, your company may be exempt from the FinCEN reporting requirements. Steps 3-5 do not apply to exempt entities.

Hit "Download Report" below (it will take approximately 10 seconds to download).

8) Securities exchange or clearing agency (Exemption #8) An entity qualifies for this exemption if both of the following two criteria apply:

Because this Exemption applies, your company may be exempt from the FinCEN reporting requirements. Steps 3-5 do not apply to exempt entities.

Hit "Download Report" below (it will take approximately 10 seconds to download).

9) Other Exchange Act registered entity (Exemption #9) An entity qualifies for this exemption if both of the following two criteria apply:

Because this Exemption applies, your company may be exempt from the FinCEN reporting requirements. Steps 3-5 do not apply to exempt entities.

Hit "Download Report" below (it will take approximately 10 seconds to download).

10) Investment company or investment adviser (Exemption #10) An entity qualifies for this exemption if both of the following two criteria apply:
  • An investment company in section 3 of the Investment Company Act of 1940 (15 U.S.C. 80a-3); or
  • An investment adviser in section 202 of the Investment Advisers Act of 1940 (15 U.S.C. 80b-2).

Because this Exemption applies, your company may be exempt from the FinCEN reporting requirements. Steps 3-5 do not apply to exempt entities.

Hit "Download Report" below (it will take approximately 10 seconds to download).

11) Venture capital fund adviser (Exemption #11) An entity qualifies for this exemption if both of the following two criteria apply:

Because this Exemption applies, your company may be exempt from the FinCEN reporting requirements. Steps 3-5 do not apply to exempt entities.

Hit "Download Report" below (it will take approximately 10 seconds to download).

12) Insurance company (Exemption #12) An entity qualifies for this exemption if the following applies:

Because this Exemption applies, your company may be exempt from the FinCEN reporting requirements. Steps 3-5 do not apply to exempt entities.

Hit "Download Report" below (it will take approximately 10 seconds to download).

13) State-licensed insurance producer (Exemption #13) An entity qualifies for this exemption if both of the following two criteria apply:

The term “operating presence at a physical office within the United States” means that an entity regularly conducts its business at a physical location in the United States that the entity owns or leases and that is physically distinct from the place of business of any other unaffiliated entity.

Because this Exemption applies, your company may be exempt from the FinCEN reporting requirements. Steps 3-5 do not apply to exempt entities.

Hit "Download Report" below (it will take approximately 10 seconds to download).

14) Commodity Exchange Act registered entity (Exemption #14) An entity qualifies for this exemption if either of the following two criteria apply:
  • “Futures commission merchant” as defined in section 1a of the Commodity Exchange Act (7 U.S.C. 1a);
  • “Introducing broker” as defined in section 1a of the Commodity Exchange Act (7 U.S.C. 1a);
  • “Swap dealer” as defined in section 1a of the Commodity Exchange Act (7 U.S.C. 1a);
  • “Major swap participant” as defined in section 1a of the Commodity Exchange Act (7 U.S.C. 1a);
  • “Commodity pool operator” as defined in section 1a of the Commodity Exchange Act (7 U.S.C. 1a);
  • “Commodity trading advisor” as defined in section 1a of the Commodity Exchange Act (7 U.S.C. 1a); or
  •  “Retail foreign exchange dealer” as described in section 2(c)(2)(B) of the Commodity Exchange Act (7 U.S.C. 2(c)(2)(B)).

Because this Exemption applies, your company may be exempt from the FinCEN reporting requirements. Steps 3-5 do not apply to exempt entities.

Hit "Download Report" below (it will take approximately 10 seconds to download).

15) Public accounting firm (Exemption #15) An entity qualifies for this exemption if the following applies:

Because this Exemption applies, your company may be exempt from the FinCEN reporting requirements. Steps 3-5 do not apply to exempt entities.

Hit "Download Report" below (it will take approximately 10 seconds to download).

16) Public utility (Exemption #16) An entity qualifies for this exemption if both of the following two criteria apply:

Because this Exemption applies, your company may be exempt from the FinCEN reporting requirements. Steps 3-5 do not apply to exempt entities.

Hit "Download Report" below (it will take approximately 10 seconds to download).

Reference links:
26 U.S.C. 7701(a)(33)(A).

17) Financial market utility (Exemption #17) An entity qualifies for this exemption if the following applies:

Because this Exemption applies, your company may be exempt from the FinCEN reporting requirements. Steps 3-5 do not apply to exempt entities.

Hit "Download Report" below (it will take approximately 10 seconds to download).

18) Pooled investment vehicle (Exemption #18) An entity qualifies for this exemption if both of the following two criteria apply:
  • Is an investment company, as defined in section 3(a) of the Investment Company Act of 1940 (15 U.S.C. 80a-3(a); or 
  • Is a company that would be an investment company under that section but for the exclusion provided from that definition by paragraph (1) or (7) of section 3(c) of that Act (15 U.S.C. 80a‑3(c)); and is identified by its legal name by the applicable investment adviser in its Form ADV, (or successor form) filed with the Securities and Exchange Commission or will be so identified in the next annual updating amendment to Form ADV required to be filed by the applicable investment adviser pursuant to rule 204-1 under the Investment Advisers Act of 1940 (17 CFR 275.204-1).
  • Bank, as defined in Exemption #3;
  • Credit union, as defined in Exemption #4;
  • Broker or dealer in securities, as defined in Exemption #7;
  • Investment company or investment adviser, as defined in Exemption #10; or 
  • Venture capital fund adviser, as defined in Exemption #11

Because this Exemption applies, your company may be exempt from the FinCEN reporting requirements. Steps 3-5 do not apply to exempt entities.

Hit "Download Report" below (it will take approximately 10 seconds to download).

19) Tax-exempt entity (Exemption #19) An entity qualifies for this exemption if any of the following four criteria apply:

Because this Exemption applies, your company may be exempt from the FinCEN reporting requirements. Steps 3-5 do not apply to exempt entities.

Hit "Download Report" below (it will take approximately 10 seconds to download).

20) Entity assisting tax-exempt entity (Exemption #20) An entity qualifies for this exemption if all of the following four criteria apply:

Reference links:

“Lawfully admitted for permanent residence” is defined in section 101(a) of the Immigration and Nationality Act (8 U.S.C. 1101(a))

Section 7701 Internal Revenue Code of 1986.

Because this Exemption applies, your company may be exempt from the FinCEN reporting requirements. Steps 3-5 do not apply to exempt entities.

Hit "Download Report" below (it will take approximately 10 seconds to download).

21) Large operating company (Exemption #21) An entity qualifies for this exemption if all of the following six criteria apply:

In general, “full-time employee” means, with respect to a calendar month, an employee who is employed an average of at least 30 hours of service per week with an employer.

The term “operating presence at a physical office within the United States” means that an entity regularly conducts its business at a physical location in the United States that the entity owns or leases and that is physically distinct from the place of business of any other unaffiliated entity.

Because this Exemption applies, your company may be exempt from the FinCEN reporting requirements. Steps 3-5 do not apply to exempt entities.

Hit "Download Report" below (it will take approximately 10 seconds to download).

22) Subsidiary of certain exempt entities (Exemption #22) An entity qualifies for this exemption if the following applies:
  • Securities reporting issuer, as defined in Exemption #1;
  • Governmental authority, as defined in Exemption #2;
  • Bank, as defined in Exemption #3;
  • Credit union, as defined in Exemption #4;
  • Depository institution holding company, as defined in Exemption #5;
  • Broker or dealer in securities, as defined in Exemption #7;
  • Securities exchange or clearing agency, as defined in Exemption #8;
  • Other Exchange Act registered entity, as defined in Exemption #9;
  • Investment company or investment adviser, as defined in Exemption #10;
  • Venture capital fund adviser, as defined in Exemption #11;
  • Insurance company, as defined in Exemption #12;
  • State-licensed insurance producer, as defined in Exemption #13;
  • Commodity Exchange Act registered entity, as defined in Exemption #14;
  • Accounting firm, as defined in Exemption #15;
  • Public utility, as defined in Exemption #16;
  • Financial market utility, as defined in Exemption #17;
  • Tax-exempt entity, as defined in Exemption #19; or
  •  Large operating company, as defined in Exemption #21.

Because this Exemption applies, your company may be exempt from the FinCEN reporting requirements. Steps 3-5 do not apply to exempt entities.

Hit "Download Report" below (it will take approximately 10 seconds to download).

23) Inactive entity (Exemption #23) An entity qualifies for this exemption if all of the following six criteria apply:

Because this Exemption applies, your company may be exempt from the FinCEN reporting requirements. Steps 3-5 do not apply to exempt entities.

Hit "Download Report" below (it will take approximately 10 seconds to download).

If no exemption applicable, then the company may be subject to the FinCEN beneficial ownership reporting rule. Press "Next" below to see Step 3 of 5 to determine when the report will be due.

FinCEN Beneficial Ownership Reporting Tool

Progress

Step 1 - Company Type

Step 2 - Exemptions

Step 3 - When to Report

Step 4(a) - Control Persons

Step 4(b) - >25%  Holders

Step 5 - Company Applicants

Download Report

117) Was the company formed or registered on or after January 1, 2024 and before January 1, 2025?*
Select "No" for companies that were formed or registered before January 1, 2024.

Your company will have 90 calendar days* to report after receipt of the confirmation of formation or registration.

*Reporting companies created or registered on or after January 1, 2025, will have 30 calendar days to file their reports.

Your company must file by January 1, 2025.

107) Would you like to continue to identify beneficial owners?

FinCEN Beneficial Ownership Reporting Tool

Progress

Step 1 - Company Type

Step 2 - Exemptions

Step 3 - When to Report

Step 4(a) - Control Persons

Step 4(b) - >25%  Holders

Step 5 - Company Applicants

Download Report

A beneficial owner is each individual who, directly or indirectly:

1. exercises "substantial control" over your company; and/or

2. owns or controls at least 25% of the ownership interests of your company.


A company must report at least one but no maximum number of beneficial owners

1. Determining "substantial control"

Does your company have any individual holding the position or exercising the authority of a:

  • President,
  • Chief Executive Officer,
  • Chief Operating Officer,
  • Chief Financial Officer, or
  • General Counsel?

Does your company have any other officers that perform functions similar to those of a President, chief financial officer, general counsel, chief executive officer, or chief operating officer?

Does your company have a board of directors or similar body AND does any individual have the authority over the appointment or removal of a majority of that board or body?

Does any individual have the ability to appoint or remove a senior officer of your company?

Does any individual direct, determine, or have substantial influence over important decisions made by your company, including decisions regarding your company’s business, finances, or structure?

Are there any other individuals who have substantial control over your company in ways other than those identified in the questions above?

Note: A member of a reporting company’s board of directors is not always a beneficial owner of the reporting company. Whether a particular director meets any of these criteria is a question that the reporting company must consider on a director-by-director basis.

FinCEN Beneficial Ownership Reporting Tool

Progress

Step 1 - Company Type

Step 2 - Exemptions

Step 3 - When to Report

Step 4(a) - Control Persons

Step 4(b) - >25%  Holders

Step 5 - Company Applicants

Download Report

2. Determining ownership or control of at least 25% interest:

•Each individual who owns or controls at least 25% of the ownership interests is a beneficial owner

•Ownership interest includes: equity, stock, voting rights, capital or profit interest, convertible instruments, options, and any other instrument used to establish ownership

•Includes direct or indirect control of interest

•Five exceptions (subject to certain conditions): minor child, nominee/custodian/agent, employee, inheritor, creditor

Detailed information regarding at least 25% beneficial holders and how to calculate ownership can be found In Chapter 2 of FinCEN's Small Entity Compliance Guide and also in the final rules.

138) Have you identified the individuals who directly or indirectly own or control at least 25% of the ownership interests?

FinCEN Beneficial Ownership Reporting Tool

Progress

Step 1 - Company Type

Step 2 - Exemptions

Step 3 - When to Report

Step 4(a) - Control Persons

Step 4(b) - >25%  Holders

Step 5 - Company Applicants

Download Report

Reporting companies formed or registered on or after January 1, 2024, will have at least one and at most two company applicants.

  • The individual who directly files the document that creates the entity, or in the case of a foreign reporting company, the document that first registers the entity to do business in the United States must be listed as a company applicant.
  • In addition, if different from the individual who directly files the document, the individual primarily responsible for directing or controlling the filing of the relevant document by another must also be listed as a company applicant.

A company's lawyer can be a company applicant if they directly file the document that creates or registers the reporting company or is primarily responsible for directing or controlling the filing.


Progress

Step 1 - Company Type

Step 2 - Exemptions

Step 3 - When to Report

Step 4(a) - Control Persons

Step 4(b) - >25%  Holders

Step 5 - Company Applicants

Download Report

Reporting companies formed or registered prior to January 1, 2024, do NOT need to provide company applicant information and can skip this step.

139) Have you identified the company applicants?

You have completed all the steps

Scroll to the bottom of this page and hit "Download Report" to download a PDF of your report (it will take approximately 10 seconds). 

Your report will include a copy of the following:

NEXT STEPS

A. Gather information to report about the company:

  1. Full legal name
  2. Any trade name or “doing business as” (DBA) name
  3. Complete current U.S. address
    (Report the address of the principal place of business in United States, or, if the reporting company’s principal place of business is not in the United States, the primary location in the United States where the company conducts business.)
  4. State, tribal, or foreign jurisdiction of formation
  5. For a foreign reporting company only, state or tribal jurisdiction of first registration
  6. Internal Revenue Service (IRS) Taxpayer Identification Number (TIN) (including an Employer Identification Number (EIN))
    (If a foreign reporting company has not been issued a TIN, report a tax identification number issued by a foreign jurisdiction and the name of such jurisdiction)

 B. Gather information to report for each beneficial owner:

  1. Full legal name
  2. Date of birth
  3. Complete current (as of the date of the report) residential street address (the address is not required to be in the United States)
  4. A unique identifying number from an acceptable identification document defined as:
    • A non-expired U.S. passport;
    • A non-expired identification document issued by a state, local government or Indian tribe;
    • A non-expired driver’s license issued by a state; or
    • If the individual lacks all the foregoing documents, a non-expired foreign passport
  5. Image of the document the unique identifying number came from
  6. If a beneficial owner owns or controls their ownership interests in a reporting company exclusively through multiple exempt entities, then the names of all of those exempt entities may be reported to FinCEN instead of the individual beneficial owner’s information

Note: Instead of providing the information above for each beneficial owner, the company can include in its report with respect to a particular beneficial owner, a “FinCEN identifier” provided by such individual.  A FinCEN identifier is a unique identifying number that FinCEN issues to individuals upon request at this website. To obtain a FinCEN identifier, an individual must provide to FinCEN the information listed in items 1-5 under Section B. above.

C. File the Report

Option A:
Access the secure filing system via FinCEN’s website and follow the instructions to upload the required information about the company, each beneficial owner, and, where required, each company applicant.

Option B:
Contact a service provider for assistance with the filing. The following are several of many service providers offering filing services:

  1. CSC
    a) Customers can use the smart form linked here: https://landing.cscglobal.com/boifiling.
    b) Customers can complete the attached spreadsheet and send it to CSCCTATeam@cscinfo.com
  1. Corporation Trust Company
    https://ctc.wolterskluwer.com/lf-boi
  2. Singlefile
    https://www.singlefile.io/boi
  1. Registered Agent Solutions, Inc. (RASI)
    https://www.rasi.com/compliance-governance/corporate-transparency-act.asp
  1. Cogency Global
    https://www.cogencyglobal.com/corporate-transparency-act-resources
  2. Carta (Currently only available to companies incorporated or registered on or after 1/1/24 and using the free Carta Launch product – other companies mid 2024)
    https://carta.com/blog/corporate-transparency-act-compliance-startups/

Other than Carta, these agents can provide this service as a standalone offering or as part of registered agent services (if the company’s registered agent is already listed, it may be easiest to use them for the filing).

NOTE: If there is any change to the required information about a reporting company or its beneficial owners (including to their personal identifier information), a reporting company must report the updated information to FinCEN within 30 days after the date on which the change occurred. The same 30-day timeline applies to changes in information submitted by an individual to obtain a FinCEN identifier.  However, there is no requirement to report changes regarding a company applicant to FinCEN.

If an inaccuracy is identified in a filed report, the company must correct it no later than 30 days after the date the company became aware of the inaccuracy or had reason to know of it. This includes any inaccuracy in the required information provided about the company, its beneficial owners, or its company applicants. The same 30-day timeline applies to inaccuracies in information submitted by an individual in order to obtain a FinCEN identifier. Note: There are no penalties for filing an inaccurate BOI report provided it is corrected within 90 calendar days of when it was filed.

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