What is the BOI Report?
The Beneficial Ownership Information (BOI) Report is a filing required by the Financial Crimes Enforcement Network (FinCEN), a bureau of the US Department of the Treasury. It was created by the Corporate Transparency Act of 2021 and took effect on January 1, 2024.
The report requires most US companies to disclose the identities of their "beneficial owners" — the real human beings who ultimately own or control the company. The government's goal is to prevent shell companies from being used for money laundering, tax evasion, and other financial crimes.
Penalty alert: Willful violations of the BOI Report requirement carry civil penalties of $500 per day (up to $10,000 total) and potential criminal penalties of up to 2 years in prison. The penalties apply even if the LLC had no business activity.
Do foreign-owned LLCs have to file?
Yes. The Corporate Transparency Act applies to any company that was created by filing a document with a US state authority — regardless of where the owners live. This includes:
- Single-member LLCs with a foreign national owner living outside the US
- Multi-member LLCs with any foreign beneficial owner holding 25% or more
- LLCs owned by foreign nationals living in the US on a visa
- Wyoming, Delaware, Florida, and all other state LLCs equally
There are 23 exemptions, but most foreign-owned small LLCs do not qualify. The most common exemptions are for large operating companies (20+ employees, $5M+ revenue) and regulated entities (banks, insurance companies, public companies). A typical single-member LLC owned by a Brazilian entrepreneur does not qualify for any exemption.
Who counts as a beneficial owner for a foreign national?
A beneficial owner is any individual who, directly or indirectly:
- Owns or controls at least 25% of the ownership interests of the reporting company, or
- Exercises substantial control over the reporting company — such as a senior officer or anyone with authority over major business decisions
For a single-member LLC owned entirely by one person living in Brazil, that person is the sole beneficial owner and must be reported. For multi-member LLCs, all members meeting the 25% threshold must be reported, plus any person exercising substantial control.
Filing deadlines
How to file the BOI Report online
The BOI Report is filed for free at fincen.gov/boi. The process takes approximately 20–40 minutes if you have all information ready. Here's what you'll need:
For the company:
- Full legal name and any trade names (DBAs)
- State and date of formation
- EIN (Employer Identification Number)
- Current US street address (registered agent address works)
For each beneficial owner (foreign national):
- Full legal name (as it appears on the passport)
- Date of birth
- Residential street address (non-US address is accepted)
- Foreign passport number and country of issuance
- Clear image of the passport photo page (PDF or JPG)
Do I need to report a company applicant?
The BOI Report also asks for "company applicant" information — the person who actually filed the LLC formation documents with the state. For LLCs formed before January 1, 2024, company applicant information is not required. For LLCs formed after that date, the company applicant must also be identified, though they can be the same person as the beneficial owner.
Brazil Solutions handles BOI Report filing for our LLC formation clients as part of the LLC formation service. We also assist existing LLC owners who need to file or correct their BOI Report. Contact us via WhatsApp for a quick consultation.