Published · Updated · By Govance Editorial
Business owners frequently confuse the federal Beneficial Ownership Information (BOI) report with state LLC annual reports. They are completely separate filings with different agencies, deadlines, and penalties.
What is a state annual report?
A state annual report (also called Statement of Information, Periodic Report, or Biennial Statement) is filed with your Secretary of State. It updates your LLC's registered agent, address, and management information. Due dates and fees vary by state. Late filing can result in penalties and administrative dissolution.
What is the BOI report?
The BOI report is filed with FinCEN (U.S. Treasury) under the Corporate Transparency Act. It discloses the individuals who own or control your company. As of March 2025, domestic reporting companies formed before March 26, 2024 have a filing deadline of March 21, 2025. New entities must file within 30 days of formation.
Key differences
- Agency: State annual report → Secretary of State. BOI → FinCEN (federal)
- Frequency: Annual report → every 1–2 years. BOI → once (updates on changes)
- Penalty: Annual report → state fees + dissolution. BOI → up to $591/day federal civil penalty
- Content: Annual report → business address, agent. BOI → beneficial owner identity
Do you need to file both?
In most cases, yes. If you have a state-registered LLC and meet FinCEN's reporting criteria, you must file both. Govance tracks state annual report deadlines. Consult a qualified attorney for BOI filing obligations specific to your entity.
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