Corporate Transparency Act Beneficial Ownership Information Reporting is now open to business entities formed in U.S.
By: Matt Dochnal

How to File Beneficial Ownership Information Reports (BOIR) for a Holding Company.

Entrepreneurs and business owners need to meet new legal requirements starting in 2024. The Corporate Transparency Act (CTA) requires LLCs and corporations in the U.S. to report information about their beneficial owners to the Financial Crimes Enforcement Network (FinCEN), a bureau of the U.S. Treasury Department. 

Most small businesses have simple ownership structures and may find Beneficial Ownership Information Reporting (BOIR) to be straightforward. However, the BOI reporting process can get complicated when multiple entities are involved.

What does this mean for businesses that use a holding company? How do you complete a BOI Report for a holding company—an LLC owned by another LLC or corporation? This article explores BOI Reporting for holding companies, clarifying who needs reporting and how to manage reports involving multiple entities.

Do Holding Companies Have to File BOIR?

Yes, most holding companies in the U.S. need to file Beneficial Ownership Information Reports (BOIR) with FinCEN. Generally, holding companies and their subsidiaries are set up as either limited liability companies (LLCs) or corporations. These entities fall under the category of “reporting companies” under FinCEN’s regulations. 

A holding company and each one of its subsidiaries needs to file its own BOI Report with FinCEN. A holding company’s BOI Report does not cover its subsidiaries. Even if the holding company is the sole owner, each subsidiary must file its own BOI Report.

What is a Holding Company?

Holding companies are entities that exist primarily to own or oversee other companies. Both seasoned entrepreneurs and large corporations use holding companies as a strategy to protect valuable assets while expanding their business ventures.

Holding companies themselves typically don’t engage in direct business activities. Rather, they hold majority ownership in other operating businesses, often referred to as “subsidiaries”. Subsidiaries typically have day-to-day business operations and absorb the associated risks, while pushing profits back up to the holding company.

Large corporations use holding companies when managing multiple divisions to shield important business assets. For example, a corporation might create separate subsidiaries to hold crucial trademarks or intellectual property. This strategy can protect these assets from liabilities associated with the company’s business operations.

How to Streamline BOIR for a Holding Company

Follow these steps to complete a BOI Report for a holding company structure.

Step 1: File the BOIR for the Holding Company 

Begin by filing the Initial BOI Report for the holding company first. This step allows you to secure a FinCEN ID number for the holding company, which will be helpful for completing later reports.

Here’s what you need to gather for the holding company’s BOI Report:

  • Beneficial Owner and Control Party Information: 

Collect the necessary information about each beneficial owner and substantial control party involved in the company. This includes their full legal name, date of birth, current residential address, and a clear image of a valid identification document (e.g., passport, driver’s license, or other state-issued ID).

  • Company Applicant Information:

If you established your company after January 1, 2024, include details about the two company applicants. The first company applicant is the person who filed the company’s formation documents with the Secretary of State’s office. The second company applicant is the person responsible for ordering the company to be formed. 

You need to report the same information for the company applicant as you do for any individual: full legal name, date of birth, current residential address, and an image of a valid ID document. 

  • Company Details

Collect the required information about the reporting company to complete the report. This includes the company legal name, jurisdiction of formation, current business address in the U.S., and federal tax ID number.

Step 2: File BOIR for All Subsidiaries

Next, each subsidiary company needs to file its own BOI Report. Subsidiaries wholly owned (100%) by the holding company can input the holding company’s FinCEN ID number for the beneficial owner information.

Ensure that each subsidiary accurately reports all its beneficial owners and substantial control parties. This step is crucial, especially when certain individuals are associated with a subsidiary but do not have any involvement in the holding company.

BOI Reports need to be complete and accurate. You risk facing penalties if you under report your company’s beneficial owners and omit key individuals. 

Where Do You File BOIR? 

FinCEN provides a BOI E-Filing system on its website, FinCEN’s online filing system is free for business owners to use. Alternatively, you can also use a BOIR filing service, like, to submit your BOI Report for you.

What are the BOIR Deadlines?

Deadlines for BOI Reports depend on the company’s formation date. Companies formed before January 1, 2024, must file their Initial BOI Report with FinCEN by December 31, 2024. New companies formed after January 1, 2024, have 90 calendar days to file a report.

Additionally, reporting companies need to complete Updated BOI Reports any time their information changes. Companies need to file updated reports within 30 days of a change in order to avoid being hit with fines. Likewise, a reporting company needs to file a Corrected BOI Report if it finds any errors or mistakes included in a prior report. 

How to Identify Beneficial Owners

Beneficial owners include all of the individuals who own 25% or more a reporting company. However, beneficial owners are not just the Members in an LLC or the stockholders in a corporation. There are several ways someone can be a beneficial owner in a reporting company.

You need to consider the different forms of ownership in your company when calculating someone’s individual ownership percentage. Here are some examples of ownership interests you should count towards beneficial ownership:

Profit or Capital Interest in an LLC

You need to count any interest in the assets or profits of an LLC towards beneficial ownership. These interests function like stock in a corporation and are often referred to as “units.”

People who own or control these kinds of interests may not be Members in the LLC or have any voting rights in the company. However, they still hold a significant ownership interest and need to be reported.

Convertible Interests

You should also consider any convertible interests for beneficial ownership. This includes interests that can convert to equity, stock, voting rights, or profit interests after meeting some conditions.

These types of arrangements can be in the form of warrants or options that give someone a right to purchase or sell equity at a future date. You should count these arrangements toward someone’s beneficial ownership percentage as if they were effective on the day you file the report with FinCEN.

Options and Privileges

You should count any kind of options or privileges toward someone’s current beneficial ownership percentage. These arrangements allow someone to buy, sell or control company interests at a future date 

How Can FinCEN ID Numbers Help with BOI Reporting?

Reporting companies can choose to receive a FinCEN Identifier number, or “FinCEN ID”, when completing their Initial BOI Report.

FinCEN IDs are unique identifying numbers that can simplify future filing reports by replacing the need to repeatedly input the same company and ownership details. 

Individuals can also obtain personal FinCEN ID numbers by completing the application on FinCEN’s website. FinCEN ID numbers can be used in place of a beneficial owner’s personal information in a company’s BOI Report.

How to Get FinCEN ID Numbers

Reporting companies and individuals can obtain FinCEN ID numbers to help simplify the BOI Reporting process. Here is how you can obtain your unique FinCEN ID number: 

  • For Reporting Companies: Obtain the company’s FinCEN ID by opting for it when completing the Initial BOI Report. This ID links to your company’s Beneficial Ownership Information, and connects your company details to the individual information of its beneficial owners. 
  • For Individuals: Individuals can get a personal FinCEN ID for BOI Reporting purposes. Complete the FinCEN ID Application online by providing necessary details, such as your full legal name, date of birth, current residential address, and a photo of a valid identification document.

Benefits of FinCEN ID Numbers for Holding Companies

Businesses that use multiple legal entities can take advantage of FinCEN ID numbers to streamline the BOI Reporting process. Here are some of the primary benefits of using FinCEN IDs:

  • Reduce Redundancy: 

Holding companies can skip the repetitive task of inputting the same Beneficial Ownership Information for each report by using FinCEN IDs. FinCEN IDs are particularly beneficial for subsidiaries that are fully owned by the holding company. Wholly owned subsidiaries can just report the holding company’s FinCEN ID in the beneficial owner section of their BOI Report.

  • Simplify Reporting: 

Utilizing FinCEN IDs effectively streamlines the BOI Reporting process, especially for businesses operating multiple legal entities.

BOI Reports for Real Estate Holding Companies

Real estate businesses are often set up as holding company structures. Investors hold individual properties within separate LLCs to add layers of legal protection. These LLCs are wholly owned by the holding company. This provides additional liability protection and allows for streamlined management of the investment portfolio.

To complete the BOI Report, each entity will need to report all of the investors and partners who own or control at least 25% of the interest in the property. This calculation needs to consider both direct ownership, like Membership interest in an LLC, as well as any voting rights in the company. 

Additionally, the BOI Report needs to include any people who may have substantial control over the entity and its assets. 

What if an LLC is Owned by an Exempt Entity?

It may be the case that a reporting company, like an LLC, is owned by an exempt entity. 

In a case where a beneficial owner has ownership or control over a reporting company exclusively through their ownership in an exempt entity, the name of the exempt entity can be reported instead of their personal information. 

This may come into play if a holding company that owns other reporting companies meets the criteria for the “large operating company” exemption.