31 CFR § 1010.380: BOI Filing, Deadlines, and Penalties

Under 31 C.F.R. § 1010.380, BOI reporting requirements now apply only to foreign-formed entities that have registered to do business in a U.S. state or tribal jurisdiction. A March 26, 2025 interim final rule from the Financial Crimes Enforcement Network (FinCEN) exempted all domestically formed companies and all U.S.-person beneficial owners from the rule.¹ If your company was formed in any U.S. state, territory, or tribal jurisdiction, you have no filing obligation under this regulation today.

Who Must File Under the Current Rule

A “reporting company” is now defined as an entity formed under the law of a foreign country that has registered to do business in the United States by filing a document with a secretary of state or similar office.² The prior definition covering domestic corporations, LLCs, and other state-formed entities is marked “[Reserved]” in the regulatory text.

Foreign reporting companies must identify and report their beneficial owners, with one important limitation: they are not required to report any U.S. persons as beneficial owners.¹ Only non-U.S. individuals who meet the beneficial owner test need to appear on the report.

Domestic Companies: What Changed

When the Corporate Transparency Act took effect on January 1, 2024, both domestic and foreign companies were pulled in. Litigation, including a nationwide injunction, disrupted enforcement for months. The March 2025 interim final rule then narrowed the regulation to foreign entities only. The earlier tiered deadlines that once applied to domestic filers, including the January 1, 2025 deadline for pre-2024 entities, are no longer operative.³

A federal appeals court upheld the Corporate Transparency Act as constitutional in late 2025, but the interim final rule exempting domestic companies remains in place. FinCEN has signaled it may issue a further revised rule, so companies formed in the United States should watch for developments even though nothing is currently required of them.⁴

Exemptions for Foreign Reporting Companies

Even a foreign entity that has registered in the United States may still fall outside the rule. The regulation lists 23 categories of exempt entities, generally covering organizations already subject to significant government oversight or public transparency.⁵ The exemptions most likely to matter in practice:

Large operating companies. More than 20 full-time U.S. employees, over $5 million in gross receipts or sales reported on the prior year’s federal tax return, and a physical office in the United States.⁶
Publicly traded companies. Securities registered under the Securities Exchange Act or otherwise required to file with the SEC.
Regulated financial institutions. Banks, credit unions, money services businesses, and broker-dealers subject to federal financial oversight.
Tax-exempt organizations. Entities described in section 501(c) of the Internal Revenue Code with an IRS determination of tax-exempt status.
Inactive entities. Existed on or before January 1, 2020, not engaged in active business, no foreign ownership, no ownership changes in the past 12 months, no more than $1,000 sent or received in the past 12 months, and no assets.²

An entity that once qualified for an exemption but no longer meets the criteria must file its BOI report within 30 calendar days of losing that status.⁶

Who Counts as a Beneficial Owner

A beneficial owner is any individual who either exercises substantial control over the reporting company or owns or controls at least 25 percent of its ownership interests.⁷ These are two independent tests. Meeting either one is enough.

Substantial control reaches beyond titles. Senior officers such as a CEO or CFO automatically qualify. So does anyone with authority to appoint or remove those officers, and anyone who directs major business decisions regardless of formal role or equity stake. Ownership interests include equity, stock, voting rights, and profit or capital interests.

Individuals the Rule Excludes

Five categories of individuals are carved out of the beneficial owner definition:²

Minor children. A parent or legal guardian’s information is reported instead.
Nominees and agents. Custodians and intermediaries acting on behalf of someone else. The person behind the nominee must still be reported.
Employees. Workers whose control or economic benefit comes solely from employment, provided they are not senior officers.
Future inheritance holders. Individuals whose only interest is a right of inheritance not yet vested.
Creditors. Individuals whose only connection to the company is a right to payment on a debt.

Ownership held through a trust requires a look-through: a trustee with authority to dispose of trust assets, a beneficiary who is the sole recipient of income and principal or who can demand distributions, and a grantor who can revoke the trust may each qualify.⁵

What the Report Must Contain

The filing collects information about both the entity and its beneficial owners. For the company, the report must include the full legal name and any trade names, principal business address, the jurisdiction of formation, and a Taxpayer Identification Number. A foreign reporting company without a U.S. TIN provides a tax identification number issued by a foreign jurisdiction along with the name of that jurisdiction.⁵

For each beneficial owner, the report requires four items: full legal name, date of birth, current residential address, and a unique identifying number from an acceptable identification document. Acceptable documents include a non-expired U.S. passport, a state-issued driver’s license, a state or local government ID, or a foreign passport if no U.S. document is available.⁵ A clear image of the identification document must be uploaded with the report.

Deadlines

The deadlines set by the March 2025 interim final rule apply only to foreign reporting companies:⁴

Registered before March 26, 2025. Initial BOI report was due by April 25, 2025.
Registered on or after March 26, 2025. Initial report is due within 30 calendar days of receiving notice that the registration is effective.

Filing an initial report does not end the obligation. If any reported information changes, whether a new beneficial owner takes control or an existing owner’s address changes, the company must file an updated report within 30 calendar days of the change.⁸ When a beneficial owner dies, the updated report is due within 30 days of the date the estate is settled.⁶

A corrected report is required within 30 calendar days of when the company becomes aware of an error or has reason to know about it.⁸ The Corporate Transparency Act provides a safe harbor: voluntarily correcting inaccurate information within 90 days of the original report’s deadline avoids penalties for the initial error.⁶

Penalties for Missing or False Reports

Civil penalties reach up to $500 for each day a violation continues, capped at $10,000 per violation.⁹ A company 60 days late could owe $30,000 in civil fines alone.

Willful violations carry criminal consequences. Knowingly providing false information or deliberately failing to report can result in fines of up to $10,000 and imprisonment for up to two years.⁹ These penalties can reach the individuals responsible, not just the entity itself.

How to File

Reports are submitted electronically through FinCEN’s BOI E-Filing system at boiefiling.fincen.gov, with no filing fee.¹⁰ After entering the required company and beneficial owner information and uploading the ID images, the filer submits the report and receives a confirmation receipt. Individuals who expect to appear as a beneficial owner of several entities can apply separately for a FinCEN identifier at fincenid.fincen.gov and provide that single number on each report in place of their personal details.¹¹

1
Financial Crimes Enforcement Network. FinCEN Removes Beneficial Ownership Reporting Requirements for U.S. Companies and U.S. Persons
2
eCFR. 31 CFR 1010.380 – Reports of Beneficial Ownership Information
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Federal Register. Beneficial Ownership Information Reporting Requirement Revision and Deadline Extension
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Financial Crimes Enforcement Network. Beneficial Ownership Information Reporting
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Financial Crimes Enforcement Network. Beneficial Ownership Information Reporting Frequently Asked Questions
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Financial Crimes Enforcement Network. Beneficial Ownership Information Reporting Requirements – Small Entity Compliance Guide
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eCFR. 31 CFR 1010.380 – Reports of Beneficial Ownership Information – Section (d) Beneficial Owner
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eCFR. 31 CFR 1010.380 – Reports of Beneficial Ownership Information – Section (a) Reports Required and Timing of Reports
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Office of the Law Revision Counsel. 31 USC 5336 – Beneficial Ownership Information Reporting Requirements
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Financial Crimes Enforcement Network. Beneficial Ownership Information E-Filing
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Financial Crimes Enforcement Network. FinCEN Identifier (ID) Step-by-Step Instructions