Sole Proprietorships and General Partnerships are not required to report business ownership information because they are not registered legal entities.

Also, FinCEN’s reporting rule has named 23 types of companies that may qualify for exemption from filing a BOI report. If an LLC or Corporation in one of the categories meets the exemption criteria for that category, it does not have to file a BOI report.

Entities that meet the criteria for any of the 23 exemption types are excused from the beneficial ownership reporting rule:

1. Securities reporting issuer – An entity is exempt if it is either an issuer of a class of securities registered under section 12 of the Securities Exchange Act of 1934 or it is an entity required to file supplementary and periodic information under section 15(d) of the Securities Exchange Act of 1934.
2. Governmental authority – For exemption, the entity must be established under the laws of the United States, an Indian tribe, a State, or a political subdivision of a State, or under an interstate compact between two or more States and it must exercise governmental authority on behalf of the United States or any such Indian tribe, State, or political subdivision.
3. Bank – An entity is exempt if it is a “bank” as defined in section 3 of the Federal Deposit Insurance Act or section 2(a) or 202(a) of the Investment Company Act of 1940.
4. Credit union – To be exempt, an entity must be a “Federal credit union” as defined in section 101 of the Federal Credit Union Act or a “State credit union,” as defined in section 101 of the Federal Credit Union Act.
5. Depository institution holding company – An entity is exempt if it is a “bank holding company” as defined in section 2 of the Bank Holding Company Act of 1956 or it is a “savings and loan holding company” as defined in section 10(a) of the Home Owners’ Loan Act.
6. Money services business – For exemption, an entity must be a money transmitting business or a money services business registered with FinCEN.
7. Broker or dealer in securities – An entity is exempt if it is “broker” or “dealer,” as defined in section 3 of the Securities Exchange Act of 1934 and it is registered under section 15 of the Securities Exchange Act of 1934.
8. Securities exchange or clearing agency – An entity is exempt if it is an “exchange” or “clearing agency,” as defined in section 3 of the Securities Exchange Act of 1934 and the entity is registered under sections 6 or 17A of the Securities Exchange Act of 1934.
9. Other Exchange Act registered entity – To be exempt, an entity, it must be registered with the Securities and Exchange Commission under the Securities Exchange Act of 1934 and not be a securities reporting issuer (Exemption #1), broker or dealer in securities (Exemption #7), or securities exchange or clearing agency (Exemption #8).
10. Investment company or investment adviser – An entity is exempt if it is an “investment company” (as defined in section 3 of the Investment Company Act of 1940) or “investment adviser” (as defined in section 202 of the Investment Advisers Act of 1940) and the entity is registered with the Securities and Exchange Commission under either the Investment Company Act of 1940 or the Investment Advisers Act of 1940.
11. Venture capital fund adviser – The entity must be an investment adviser that is described in section 203(l) of the Investment Advisers Act of 1940 and have filed Item 10, Schedule A, and Schedule B of Part 1A of Form ADV with the Securities and Exchange Commission.
12. Insurance company – The entity is exempt if it is an “insurance company” as defined in section 2 of the Investment Company Act of 1940.
13. State-licensed insurance producer – For exemption, the entity must be an insurance producer authorized by a State and subject to supervision by the insurance commissioner or a similar official or agency of a State and it must have an operating presence at a physical office within the United States where it regularly conducts its business (must be a physical location that the entity owns or leases and that is physically distinct from the place of business of any other unaffiliated entity).
14. Commodity Exchange Act registered entity – The entity is exempt if it is a “registered entity” as defined in section 1a of the Commodity Exchange Act or it is registered with the Commodity Futures Trading Commission under the Commodity Exchange Act as any of the following: futures commission merchant, introducing broker, swap dealer, major swap participant, commodity pool operator, commodity trading advisor, retail foreign exchange dealer.
15. Accounting firm – An entity that is a public accounting firm registered in accordance with section 102 of the Sarbanes-Oxley Act of 2002 is exempt from BOI reporting.
16. Public utility – The entity is exempt if it is a regulated public utility and it provides telecommunications services, electrical power, natural gas, or water and sewer services within the United States.
17. Financial market utility – For exemption, an entity must be a financial market utility designated by the Financial Stability Oversight Council under section 804 of the Payment, Clearing, and Settlement Supervision Act of 2010.
18. Pooled investment vehicle – BOI reporting exemption is granted if an entity is an investment company, as defined in section 3(a) of the Investment Company Act of 1940 or a company that would be an investment company under that section but for the exclusion provided from that definition by paragraph (1) or (7) of section 3(c) of that Act and it is operated or advised by any of these types of exempt entities: bank, credit union, broker or dealer in securities, investment company or investment adviser, venture capital fund adviser.
19. Tax-exempt entity – The entity must meet any one of the following criteria to be exempt:
    • It is an organization that is described in section 501(c) of the Internal Revenue Code of 1986 (determined without regard to section 508(a) and exempt from tax under section 501(a).
    • It is an organization described in section 501(c) of the Code and was exempt from tax under section 501(a) but lost its tax-exempt status less than 180 days ago.
    • It is a political organization, as defined in section 527(e)(1) of the Code, that is exempt from tax under section 527(a).
    • It is a trust, as described in paragraph 1 or 2 of Internal Revenue Code section 4947.
20. Entity assisting a tax-exempt entity – The entity must meet all four of the following criteria:
    • The entity operates exclusively to provide financial assistance to or hold governance rights over any tax-exempt entity described by Exemption #19.
    • The entity is a United States person as defined in section 7701(a)(30) of the Internal Revenue Code of 1986.
    • The entity is beneficially owned or controlled exclusively by one or more United States persons who are United States citizens or lawfully admitted for permanent residence. “Lawfully admitted for permanent residence” is defined in section 101(a) of the Immigration and Nationality Act.
    • The entity derives at least a majority of its funding or revenue from one or more United States persons who are United States citizens or lawfully admitted for permanent residence.
21. Large operating company – An entity qualifies for exemption if all six of the following criteria are true:
    • It employs more than 20 full-time employees. (Generally, “full-time employee” means an employee employed by the entity for an average of 30 or more hours of service per week.)
    • More than 20 of the entity’s full-time employees are employed in the United States.
    • The entity has an operating presence at a physical office within the United States.
    • The entity filed a Federal income tax or information return in the United States for the previous year demonstrating more than $5,000,000 in gross receipts or sales.
    • The company reported >$5,000,000 in gross receipts or sales (net of returns and allowances) on the entity’s IRS Form 1120, consolidated Form 1120, Form 1120-S, Form 1065, or other IRS form.
    • The gross receipts or sales amount remains greater than $5,000,000 after excluding gross receipts or sales from sources outside the United States.
22. Subsidiary of certain exempt entities – An entity qualifies for exemption if the entity’s ownership interests are wholly owned or controlled (directly or indirectly) by any of the above exempt entities — with the exceptions of money services business (Exemption 6), pooled investment vehicle (Exemption 18), and entity assisting a tax-exempt entity (Exemption 20).
23. Inactive entity – An entity qualifies for exemption if all six of the following criteria apply:
    • The entity was in existence on or before January 1, 2020.
    • The entity is not engaged in active business.
    • The entity is not owned by a foreign person, whether directly or indirectly, wholly or partially.
    • The entity has not experienced any change in ownership in the preceding twelve-month period.
    • The entity has not sent or received any funds of more than $1,000 in the prior 12-month period.
    • The entity does not otherwise hold any kind or type of assets, in the United States or abroad, including any ownership interest in any corporation, limited liability company, or other entity.

Why are those categories exempt? Typically, those companies are subject to other reporting requirements that provide the government with information sufficient for identifying the individuals who own or control them.