Incorporator The Journal of U.S. Formation
Start Free Quiz
Editorial 7 MIN READ

BOI reporting, day 23: volume, traffic, and what the portal is doing

FinCEN opened the beneficial-ownership portal on January 1 and the first three weeks are a lesson in what 32.6 million entities actually look like

The Editors
Staff, Incorporator.org
7 min read Updated
Contents 7 sections
  1. The volume, in context
  2. The 90-day window for anything formed in 2024
  3. What the portal is actually doing
  4. The penalty exposure, exactly
  5. NSBA v. Yellen, still pending
  6. The shape of the year
  7. Sources

inCEN's Beneficial Ownership Secure System opened January 1, and as of this week the agency has logged more than 100,000 BOI filings in the first three weeks. That is a thin slice of the 32.6 million reporting companies FinCEN's own Regulatory Impact Analysis expects to file this year, and it is already enough to produce the kind of portal behavior that anyone who has lived through a federal e-filing rollout would recognize.

This is what the first twenty-three days of BOI look like from the operator's chair: what has been filed, where the portal breaks, what the statutory deadline actually is for a company formed this month, and what a court is about to decide that could rearrange all of it.

The volume, in context

FinCEN's numbers, as reported to trade press and confirmed by the agency's public statements this month, put the first twenty-one days of the filing window at roughly 100,000 Beneficial Ownership Information Reports submitted through the BOSS portal. That is an average of about 4,800 a day.

The population the rule is aimed at is much larger. In the final rule's Regulatory Impact Analysis, FinCEN estimated approximately 32.6 million existing reporting companies would file an initial BOI report during 2024, and roughly 5 million new reporting companies per year thereafter. If the 4,800-a-day pace held steady for the full year, FinCEN would close 2024 having collected a bit under 1.8 million reports, or roughly five percent of its own estimate.

No one expects the pace to hold steady. Existing entities formed before January 1, 2024 have until January 1, 2025 to file, and small businesses behave on tax-style deadlines: the filings will cluster in Q4. The January trickle is mostly voluntary early filers, companies advised by counsel who want to clear the item, and a meaningful volume of newly formed entities whose clock runs on a much tighter window.

The 90-day window for anything formed in 2024

The filing deadline that actually bites right now is the one for new reporting companies. Under FinCEN's final rule as amended by the November 30, 2023 extension at 88 Fed. Reg. 83499, any domestic reporting company created, or any foreign reporting company first registered to do business in the United States, on or after January 1, 2024 and before January 1, 2025 must file its initial BOI report within ninety calendar days of the date its formation becomes effective. Starting January 1, 2025, that window drops to thirty days. Existing entities (formed before January 1, 2024) have the full 2024 calendar year.

The ninety-day rule is a concession FinCEN made in response to comments that thirty days was not enough runway for a newly formed small business to identify beneficial owners, gather the required identification documents, and complete a federal filing while also doing the other things a new business does in its first month. The thirty-day clock for 2025 formations remains on the books, which means anyone forming an LLC this December is in a meaningfully more forgiving regime than the same business formed in January 2025.

A company formed on January 2 of this year is due by April 1. A company formed on March 15 is due by June 13. If your operating agreement, registered agent onboarding, or state filing calendar does not already carry this date, add it now. The portal does not send reminders.

What the portal is actually doing

Two patterns have dominated the first three weeks.

The first is intermittent slowness at the identification-upload step. The BOI report requires each beneficial owner and each company applicant (for 2024 formations) to upload a clear image of an acceptable identifying document: a non-expired U.S. passport, a non-expired state driver's license, a non-expired state or local ID, or a non-expired foreign passport. File-size caps and format restrictions have caught a nontrivial share of filers off guard, especially those photographing a license on a phone and uploading directly. When the portal is under load, the upload step is the place where sessions time out.

The second is the FinCEN Identifier workflow. A FinCEN ID is an optional number any individual can request, which then substitutes for re-entering that person's four pieces of information (name, date of birth, address, ID document) on every BOI report they appear on. For a person who is a beneficial owner of ten entities, the FinCEN ID is the difference between submitting one record with their information and ten. Uptake of the ID in the first three weeks has been lower than observers expected, in part because the workflow for obtaining one is separate from the BOI filing itself and requires logging in through Login.gov. Entities filing through counsel or a service company have generally skipped the FinCEN ID and entered full information inline; that decision will look different in 2026, when the cumulative cost of re-entry compounds.

Neither pattern is a defect of the rule. They are the ordinary friction of bringing a federal reporting regime online at the scale of the entire U.S. entity population, and both will likely get better as FinCEN iterates.

The penalty exposure, exactly

The statutory penalty framework sits in 31 U.S.C. § 5336(h) and is worth reading rather than paraphrasing. Civil penalties for willful failure to report complete or updated beneficial ownership information, or for willfully providing false information, run up to $500 per day that the violation continues or has not been remedied. The criminal penalty for the same willful conduct is up to $10,000 and imprisonment for up to two years. The statute also includes a safe harbor: a person who has reason to believe a previously filed report was inaccurate and who voluntarily submits a corrected report within ninety days is not subject to penalty, provided no action to obtain the information had begun and the correction is in good faith.

Two features of this framework shape how advisors are triaging client deadlines.

First, the day-by-day accrual of civil penalties means a six-month delinquency is nominally a $91,500 exposure, before any consideration of willfulness, negligence, or administrative practice. FinCEN has not published enforcement guidance with the kind of specificity practitioners would prefer, and no one knows yet how aggressively the agency will pursue small-entity delinquencies versus obvious bad actors. The statutory ceiling is not the practical enforcement posture, but it is the number that anchors the conversation.

Second, "willful" is doing a great deal of work. A sole-member LLC whose owner never heard of BOI and misses the window is a different animal from a shell entity whose owners supplied false ID documents. How FinCEN distinguishes the two, and how courts review those distinctions, is a 2025 and 2026 problem.

NSBA v. Yellen, still pending

The constitutional challenge is live. The National Small Business Association and an individual plaintiff filed suit in the Northern District of Alabama in November 2022, arguing that the Corporate Transparency Act exceeds Congress's Article I powers and violates the First, Fourth, Fifth, Ninth, and Tenth Amendments. The case (No. 5:22-cv-01448-LCB) has been fully briefed; cross-motions for summary judgment were submitted in 2023 and the parties are awaiting a ruling from Judge Liles Burke. Our earlier coverage of the suit's filing walks through the specific counts: see NSBA v. Yellen filed: the CTA constitutional challenge.

The question now is timing. A ruling could come any week. If the court upholds the CTA, nothing changes for filers and the appellate clock starts running. If the court enjoins enforcement, the operational consequence depends heavily on the scope of the injunction: nationwide, as-applied to NSBA members, or narrower. No injunction has issued, the rule is in force, and the ninety-day clock for 2024 formations does not pause for pending litigation.

Advisors telling clients to wait for the court are taking a position. Advisors telling clients to file and get the item off the desk are taking a different one. Both are defensible. The 100,000 filings already in the system suggest the market has tilted toward the second.

The shape of the year

BOI is going to be the background weather of entity compliance in 2024 in a way very few federal reporting regimes ever become. The population is too large, the penalty text is too sharp, and the rollout has hit the public at the exact moment most small-business owners are thinking about year-end taxes and not about a brand-new FinCEN portal they have never heard of.

For anyone in the first cohort (formed this month or forming in the next eleven months), the operational reality is straightforward: the ninety-day window is the number to circle, the BOSS portal is where the filing goes, and the FinCEN ID is worth the five extra minutes if more than one entity is on the horizon. For the 32.6 million existing entities, there are still 344 days on the clock. There will be a queue in December. Filing in March is cheap; filing on December 30 will cost somebody's Christmas.

Our February 2023 runway piece at BOI final rule effective Jan 1, 2024: the runway sketched the preparation window. That window has closed. What replaces it is a year of learning what a federal entity-transparency regime actually does when the population it regulates is every LLC in the country.

Sources

Keep reading

More from the journal.