As of January 1, 2024, many U.S. companies must report beneficial ownership information to the Department of Treasury's Financial Crimes Enforcement Network (FinCEN). However, nonprofit status alone doesn't automatically exempt an organization from BOI reporting. Nonprofits formed as corporations or LLCs are considered reporting companies—unless they're tax-exempt.
Nonprofits exempt from BOI reporting include those qualifying under Section 501(c) of the Internal Revenue Code. Examples of exempt 501(c) entities include:
If a nonprofit does not have 501(c) tax-exempt status, it is treated as a regular reporting company and must submit a BOI report. Additional exemptions apply to certain nonprofit-related entities, such as:
To clarify, we've answered frequently asked questions below regarding BOI reporting requirements for nonprofits.
Q: What is the requirement for reporting beneficial ownership information?
In 2021, Congress enacted the Corporate Transparency Act (CTA) to combat activities like money laundering and tax fraud by requiring certain U.S. businesses to report ownership information. The act aims to prevent bad actors from concealing income through shell companies or opaque ownership structures.
As of January 1, 2024, entities meeting specific criteria must submit a Beneficial Ownership Information (BOI) report to FinCEN. "Beneficial owners" include individuals with substantial control over or at least 25% ownership interest in a reporting company. Entities must file their initial BOI report by January 1, 2025, with updates only required if ownership information changes.
Q: Are nonprofits required to file a BOI report?
Generally, no. All entities must file unless they qualify for one of 23 exemptions, including an exemption for nonprofits. According to the FinCEN Small Entity Compliance Guide, a tax-exempt nonprofit is exempt if it meets one of the following criteria:
Entities supporting or controlled by tax-exempt nonprofits are also exempt if they meet specific requirements as "assisting entities." To qualify as an "assisting entity," an entity must meet all the following criteria:
"Subsidiary entities" are entities whose ownership interests are controlled or wholly owned, directly or indirectly, by one or more tax-exempt entities.
Q: Our organization has not received a 501(c)(3) determination letter. Are we required to file a BOI report?
No. If an organization's documents and operations meet Section 501(c) criteria, it qualifies for exemption, even without a formal determination letter from the IRS.
Q: Do we need to file Form 1023 to qualify for exemption from BOI reporting?
No. While some organizations must file Form 1023 to issue tax-deductible receipts, FinCEN does not require it for BOI exemption. Churches and similar organizations without a determination letter are also exempt.
Other Exempt Entities
The CTA lists 23 types of legal entities exempt from BOI reporting due to their regulatory status or public interest considerations. Key exempt entities include:
For a complete list of exempt entities, refer to the FinCEN Small Entity Compliance Guide.
How Brinker Simpson Can Help
Although we do not facilitate BOI filings, our team is here to provide guidance and ensure you can access the necessary resources. Don't hesitate to contact us if you have questions or need help understanding the BOI filing requirements.
Deadlines to Remember and Helpful Links
Existing companies (as of January 1, 2024)
↪️File by January 1, 2025.
New companies (registered between January 1, 2024, and January 1, 2025)
↪️File within 90 days of formation.
New companies (registered after January 1, 2025)
↪️File within 30 days of formation.
🔗 BOI Report E-File Online Step-by-Step Instructions