01. International Tax

We provide tailored solutions to complex global businesses doing business in the U.S. Small or multinational, we guide clients through the maze of complex U.S. international tax rules.

02. Offshore Tax Compliance

We assist clients with specialized counsel to fix noncompliance with international tax reporting and penalties. FBAR, forms 8938, 8621, 3520, 926, 5471 and 5472 are among the most common forms that we solve through compliance programs such as streamlined procedures, Voluntary Disclosure Program or the Delinquent International Information Return Submission Procedures (DIIR).

03. Small Business Tax Planning

We assist small and medium businesses with efficient tax structuring to improve efficiencies. Proper tax election, s-corp elections and partnership planning are some of the main solutions offered.

04. Controversy Tax

We guide and represent clients before the IRS including examinations and appeals, as well as represent clients in Tax Court or Federal Courts.

05. Tax Debt Resolution

We help clients to face harsh collection activities, including liens, levies and obtaining a collection alternative such as an offer in compromise, installment payment plans, among others.

06. IRS Criminal Investigations

Our Firm provides representation before IRS Criminal Investigation Division, including Malta Pension Plans and summons.

07. High Net Worth & Family Offices

Assistance with estate planning for select clients and those with cross-border operations, planning for inheritance taxes, and gift taxes in the USA.

08. Start-Ups & Business Tax

No matter how small the idea, we assist clients with the best tax planning and alternatives for their business.

09. Crypto Tax

Our Firm provides tax planning and tax advice on crypto assets and crypto events, including mining, forks, rewards, and disposition/exchange of crypto.

10. BOI Report- Corporate Transparency Act

We assist business owners, CPA and tax preparation firms to file the Beneficial Ownership Information (BOI) report with the FinCEN.

No 25% Owner? Understanding BOI Filing Obligations

BOI Report

08.20.2025

As part of our ongoing series on the BOI Report, today we will examine the question: If a Company Does Not Have a 25% Owner, Does It Still Need to File a BOI Report?

Under the Corporate Transparency Act (CTA), every reporting company must file a Beneficial Ownership Information (BOI) Report unless it qualifies for an exemption. A common misconception arises when companies lack an individual owning or controlling at least 25% of the entity. Does this mean the company is exempt from BOI reporting? The answer, unequivocally, is no. And FINCEN has definitively clarified this point.

Understanding Beneficial Ownership

The CTA defines a beneficial owner as an individual who either:

  1. Exercises substantial control over the reporting company, or
  2. Owns or controls at least 25% of the reporting company’s ownership interests.

Substantial control refers to individuals who direct, determine, or significantly influence decisions of the entity. Even in the absence of a 25% owner, every reporting company is expected to have one or more individuals exercising substantial control, which means at least one beneficial owner must be identified and reported to FinCEN.

Example Scenario:

Consider the following situation:

  • Company Y is a limited liability company (LLC) with five equal members, each owning 20% of the entity.
  • No single member owns 25% or more of the company. However, two of the members serve as managing partners, responsible for the company’s decision-making and daily operations.

Analysis:

  • Even though no individual owns 25% or more of the company, the two managing partners exercise substantial control over the LLC.
  • Under the CTA, substantial control qualifies these individuals as beneficial owners, requiring them to be reported to FinCEN in the BOI Report.

Key Points for Compliance

–              The absence of a 25% owner does not exempt a company from reporting requirements. FinCEN presumes that every reporting company is controlled by one or more individuals who must be disclosed.

–              Only individuals qualify as beneficial owners under the CTA. Trusts, corporations, or other entities do not meet this definition, although information about such entities may sometimes be provided as part of the report.

–              Failing to identify and report a beneficial owner carries significant risks, including potential fines and criminal liability. It is essential for companies to thoroughly evaluate their control structures to ensure compliance.

 

Relevance for Tax Professionals

For tax professionals advising businesses, it is critical to address the misconception that lacking a 25% owner negates the need to file a BOI Report. Identifying individuals with substantial control is not only a compliance requirement but also a safeguard against potential regulatory penalties.

By conducting a thorough analysis of ownership and control, tax professionals can help clients navigate the complexities of CTA compliance and ensure proper BOI reporting, even in the absence of a dominant owner.