The BOI report does not need to be updated on a fixed annual or periodic schedule. Instead, updates are required on an ongoing basis whenever there are changes in the information previously reported.

Circumstances Requiring Updates

If there is a change in who qualifies as a beneficial owner, you must file an update to your BOI report. This includes adding new beneficial owners or removing existing ones. A beneficial owner is generally defined as an individual who, directly or indirectly, owns or controls at least 25% of the ownership interests of the entity, or who exercises substantial control over the entity.

Any updates to the information of a beneficial owner already on file must be reported promptly, such as changes to:

• Full legal name
• Date of birth
• Residential or business address
• Identifying number from a government-issued ID (e.g., driver’s license or passport)

Timeline for Updates

Businesses must file an updated BOI report within 30 days of becoming aware of any change in the information previously reported. This 30-day window ensures that FinCEN has the most current information.

Examples of Situations Requiring Updates

Change in Ownership Percentage
If a beneficial owner’s ownership percentage in the company changes, such that they newly qualify as a beneficial owner or no longer meet the criteria.

Corporate Restructuring
If the company undergoes restructuring that affects control or ownership, such as mergers, acquisitions, or significant changes in shareholding.

Change in Address
If a beneficial owner moves to a new residential or business address.

Update in Identification Documents
If a beneficial owner’s identifying number changes, such as getting a new passport or driver’s license.

Change in Control
If there is a shift in who has substantial control over the company, for example, due to a change in executive roles or board composition.

Tips for Ensuring Timely Updates

Here are five tips for ensuring you always have the most up-to-date information on file with FinCEN, so you can avoid hefty fines and penalties.

1. Regular Monitoring: Implement a system to regularly monitor and review the ownership and control structure of the business to detect any changes promptly.
2. Maintain Accurate Records: Keep detailed and up-to-date records of all beneficial owners and their information. Regularly audit these records to ensure they reflect the current situation.
3. Set Reminders: Use calendar reminders or compliance management software to track the 30-day update window and ensure timely filing.
4. Clear Reporting Lines: Establish clear internal processes for reporting changes in beneficial ownership or control within the company. Ensure that responsible personnel are aware of their duties regarding BOI updates.
5. Consult with Legal and Compliance Advisors: Regularly consult with legal and compliance advisors to ensure that all updates are accurately reported and that the business remains in compliance with CTA requirements.

Summary Checklist for BOI Report Updates

• Monitor for changes in beneficial owners or their information.
• Gather updated information and supporting documentation.
• Submit the updated BOI report to FinCEN within 30 days of becoming aware of the changes.
• Keep copies of the updated reports and any related documentation.
• Ensure internal processes are robust and capable of detecting and reporting changes promptly.

By adhering to these guidelines, businesses can ensure they comply with the requirements of the Corporate Transparency Act and maintain accurate and current beneficial ownership information with FinCEN. If you need help, Propel is here! We have a full team of business compliance specialists ready to assist you in filing your BOI report and maintaining ongoing compliance.