BOI Reporting for Business Owners
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The Corporate Transparency Act originally required certain businesses to report beneficial ownership information to FinCEN. In March 2025, FinCEN narrowed the rule and removed BOI reporting requirements for US companies and US persons.
BOI reporting may still apply to certain foreign companies registered to do business in the US. Businesses should check the current FinCEN rules before assuming they have a filing obligation.
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BOI reporting requirements are evolving, pending legislation. Visit the FinCen website to file and for the latest updates.
BOI Reporting Update
The US Treasury announced in March, 2025 it will not enforce penalties for failing to meet the beneficial ownership information (BOI) reporting requirements. Previously, businesses faced a March 21 deadline with potential fines of up to $10,000. The Treasury also plans to propose a rule limiting BOI reporting to foreign companies.
Corporate Transparency Act and BOI reporting reinstated after court ruling
In a significant turn of events, the Corporate Transparency Act (CTA), initially deemed unconstitutional by a federal district court in early 2024, has been reinstated following a successful appeal. This reinstates Beneficial Ownership Information (BOI) reporting requirements to combat money laundering and enhance corporate transparency.
The CTA, enacted on January 1, 2021, as part of the National Defense Authorization Act, mandates certain US businesses to disclose detailed information about their ownership structures. This requirement, which took effect on January 1, 2024, is overseen by the Financial Crimes Enforcement Network (FinCEN).
A federal court ruling in March 2024 temporarily halted the reporting requirements after the National Small Business Association, an Ohio-based non-profit, challenged the CTA's constitutionality.
In December 2024, an appellate court overturned the initial decision, affirming the law’s validity and reinstating the BOI reporting obligations. With enforcement back on track, businesses should comply with the CTA's requirements and adhere to filing deadlines to avoid penalties. For the latest, visit the FinCen BOI Newsroom.
What is the Corporate Transparency Act?
The CTA, enacted as part of the 2021 National Defense Authorization Act and codified in Title 31 of the US Code, mandates new reporting standards to enhance transparency into corporate ownership and curb financial crimes.
Who needs to file BOI reports?
All entities registered in the US, including LLCs, corporations, and foreign entities registered with the Secretary of State, must comply with BOI reporting requirements.
BOI reporting exemptions
The CTA specifies 23 exemptions from BOI reporting:
Securities reporting issuer
Governmental authority
Bank
Credit union
Depository institution holding company
Money services business
Broker or dealer in securities
Securities exchange or clearing agency
Other Exchange Act registered entity
Investment company or investment adviser
Venture capital fund adviser
Insurance company
State-licensed insurance producer
Commodity Exchange Act registered entity
Accounting firm
Public utility
Financial market utility
Pooled investment vehicle
Tax-exempt entity
Entity assisting a tax-exempt entity
Large operating company
Subsidiary of certain exempt entities
Inactive entity
Defining inactive entities
An entity qualifies as inactive and is exempt from reporting if it:
Must have been in existence on or before January 1, 2020.
Is not engaged in an active business.
Is not owned by a foreign person.
Has not experienced a change in ownership in the preceding 12-month period.
Has not sent or received funds in an amount greater than $1,000 in the preceding 12-month period.
Does not hold any type of assets, domestic or foreign.
How to determine beneficial owners
Beneficial owners are individuals who either:
Own more than 25% of the company
Exercise substantial control over the entity, such as senior officers
Required information for each beneficial owner includes:
Full legal name
Date of birth
Residential address
A unique identifying number from an accepted identification document
Reporting company information
Entities must disclose:
Legal and trade names
Principal business address
State or tribal jurisdiction of formation
Employer Identification Number (EIN)
Defining inactive entities for exemption
An entity qualifies as inactive and is exempt from reporting if it:
Must have been in existence on or before January 1, 2020.
Is not engaged in an active business.
Is not owned by a foreign person.
Has not experienced a change in ownership in the preceding 12-month period.
Has not sent or received funds in an amount greater than $1,000 in the preceding 12-month period.
Does not hold any type of assets, domestic or foreign.
How to determine beneficial owners
Beneficial owners are individuals who either own more than 25% of a company or have significant control over its operations, including senior management.
What information is required for BOI reporting?
The required details for each beneficial owner include their full legal name, date of birth, residential address, and an identification number from an official document.
When to file a BOI report
BOI reporting rules and deadlines have shifted due to litigation and subsequent rule changes. Under FinCEN’s 2025 revisions, domestic reporting companies are exempt, and BOI reporting primarily applies to foreign companies registered to do business in the US.
Under current FinCEN guidance, foreign reporting companies registered to do business in the US before March 26, 2025 must file by April 25, 2025. Foreign reporting companies registered on or after March 26, 2025 generally have 30 calendar days to file after their registration becomes effective.
Because BOI rules have been moving targets, always verify the current requirements directly on FinCEN’s BOI FAQ page before filing.
FinCEN and Federal Register support for the scope change and deadlines.
Penalties for non-compliance
Failure to comply with BOI reporting can result in fines of $500 per day, not exceeding $10,000.
For additional details and to file your BOI report, visit the official FinCEN website.
Beneficial Ownership Information (BOI) reporting FAQs
Are there exemptions from BOI reporting requirements?
Does a sole proprietor need to file a BOI report?
How are beneficial owners defined, and what information is required for reporting?
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