Beneficial Ownership Information: Foreign Filers and Deadlines

Beneficial ownership information reporting under the Corporate Transparency Act now applies to a much smaller group than it once did. As of March 26, 2025, an interim final rule from the Financial Crimes Enforcement Network (FinCEN) removed every domestic company from the reporting requirement. If your business was formed in the United States, you have nothing to file. Only entities formed under foreign law that have registered to do business in a U.S. state or tribal jurisdiction remain on the hook.¹

Who Still Has to File

The March 2025 rule rewrote the regulatory definition of “reporting company” to mean only an entity formed under the law of a foreign country that has registered to do business in any U.S. state or tribal jurisdiction by filing a document with a secretary of state or similar office.² A company incorporated in the United Kingdom that files paperwork with the Delaware Secretary of State to operate here is the textbook example. The domestic reporting company category was formally reserved in the regulations, meaning it applies to no one.

Even for the foreign entities that remain covered, the rule made one more significant cut: they don’t report U.S. persons as beneficial owners, and U.S. persons don’t have to report BOI for any foreign entity in which they hold an ownership interest.³

What Domestic Companies Should Know

If you run a U.S.-formed LLC, corporation, or similar entity, no action is required. The Treasury Department has separately announced that it will not enforce penalties or fines against U.S. citizens or domestic reporting companies, even after any further rule changes take effect.⁴

If you already filed a BOI report before the rule change, you don’t need to withdraw it. The information stays with FinCEN under the same confidentiality rules that governed it when you submitted it.

Exemptions Even for Foreign Entities

The statute lists 23 categories of entities that don’t have to file, even if they otherwise meet the reporting company definition.⁵ The exemptions target entities already subject to substantial regulation or public disclosure. The ones most likely to matter:

Large operating companies with more than 20 full-time U.S. employees, more than $5 million in gross receipts or sales on the prior year’s federal tax return, and a physical office in the United States.⁶
Banks, credit unions, and depository institution holding companies.
Insurance companies.
SEC-registered entities, including securities reporting issuers, broker-dealers, investment companies, and investment advisers.
Tax-exempt organizations described in Section 501(c) of the Internal Revenue Code.⁷
Inactive entities that existed before January 1, 2020, and meet specific criteria regarding inactivity and assets.
Certain subsidiaries controlled by an exempt parent.

The rest cover public utilities, accounting firms, money services businesses, pooled investment vehicles, venture capital fund advisers, financial market utilities, state-licensed insurance producers, and entities assisting tax-exempt organizations.

Identifying Beneficial Owners

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.⁶ A company can have several, and someone can qualify under one prong or both.

Substantial control is deliberately broad. It automatically captures anyone serving as a senior officer, defined by FinCEN as anyone holding or exercising the authority of a president, CEO, CFO, COO, or general counsel. Corporate secretaries and treasurers are specifically excluded. Beyond title holders, anyone with power to appoint or remove senior officers, or who directs major decisions about operations, finances, mergers, or governance documents, also qualifies.

The 25 percent ownership test looks through layers. If a trust holds 25 percent or more of a reporting company, the trustee with power to dispose of trust assets is treated as a beneficial owner. When an entity rather than a person holds the interest, you generally look through to the individuals behind it. A limited exception applies when the intermediary is itself exempt from the CTA, the individual’s link runs only through equity in that intermediary, and the person doesn’t otherwise control the reporting company.

Who Is Not a Beneficial Owner

The statute excludes several categories. A minor child doesn’t have to be reported if a parent or guardian’s information is provided instead. People acting purely as nominees, intermediaries, or agents on behalf of someone else are not beneficial owners in their own right. Employees whose control or economic benefit comes solely from employment status are excluded. So are individuals whose only connection is a right of inheritance, and creditors who don’t otherwise exercise control or hold ownership interests.⁶

What the Report Contains

A foreign reporting company that has to file gathers identifying data about the entity and about each beneficial owner. For the entity: full legal name, any trade names, principal business address, jurisdiction where it was originally formed, and a taxpayer identification number or employer identification number.

For each beneficial owner: full legal name, date of birth, current residential address, and a unique identifying number from a non-expired government-issued photo ID such as a passport, driver’s license, or state-issued identification card. An image of the document is uploaded with the report. Because U.S. persons are no longer reported as beneficial owners of foreign reporting companies, only non-U.S. beneficial owners provide this information.³

Using a FinCEN Identifier

A beneficial owner can request a FinCEN Identifier, a unique 12-digit number issued by FinCEN, and the reporting company then uses that number in place of the individual’s name, date of birth, address, and ID document. It’s especially useful for someone who is a beneficial owner of several entities, because updating personal information once with FinCEN updates it across every filing that uses the identifier.⁵

Getting one is optional and free. You apply through an electronic form on FinCEN’s website by supplying the same information that would appear on a BOI report. The identifier issues immediately on submission. A reporting company can also request its own FinCEN Identifier by checking a box when it files.

Filing Deadlines for Foreign Reporting Companies

Two deadlines apply under the interim final rule:

Foreign entities registered before March 26, 2025: BOI reports were due by April 25, 2025.
Foreign entities registered on or after March 26, 2025: 30 calendar days from receiving notice that the registration is effective.³

Reports are filed electronically through FinCEN’s BOI E-Filing system. The filer receives an on-screen confirmation that should be saved as a compliance record. Any change to previously reported information, or a correction of an error, must be filed within 30 days of the change.

Penalties for Failing to File

The statute sets penalties for willful violations. Anyone who knowingly provides false BOI or willfully fails to file a required report faces a civil penalty of up to $500 for each day the violation continues. Criminal penalties can reach a fine of up to $10,000, imprisonment for up to two years, or both.⁶

Treasury’s non-enforcement position covers U.S. citizens and domestic companies.⁴ Foreign reporting companies that fail to file remain exposed to these penalties. The $500 daily civil penalty has not been adjusted for inflation for 2026, so 2025 penalty levels continue to apply.

Who Can See the Information

The Corporate Transparency Act treats reported information as confidential. FinCEN cannot release BOI to the general public. Access is limited to six categories of authorized users, each subject to specific security protocols:⁸

Federal agencies engaged in national security, intelligence, or law enforcement, which must certify why the information is relevant before each request.
State, local, and tribal law enforcement, only after obtaining authorization from a court of competent jurisdiction for a criminal or civil investigation.
Foreign law enforcement and judicial authorities, through formal international request channels.
Financial institutions using BOI to meet customer due diligence requirements, and only with the reporting company’s consent.
Federal regulators supervising financial institution compliance with customer due diligence rules, for that specific purpose.
Treasury officers and employees whose official duties require access, including tax administration.

Anyone who knowingly discloses or uses BOI outside these channels faces the same penalties that apply to reporting violations.⁶

What Could Still Change

The interim final rule is not the final word. FinCEN has said a further proposed rulemaking is coming, which could refine or expand who has to report. Until that new rule takes effect, domestic companies have no filing obligation and no enforcement risk, and foreign reporting companies work from the deadlines and requirements above. Check FinCEN’s website before acting on older guidance you may find elsewhere; much of the material published before March 2025 no longer reflects current law.

1
Financial Crimes Enforcement Network. FinCEN Removes Beneficial Ownership Reporting Requirements for U.S. Companies and U.S. Persons, Sets New Deadlines for Foreign Companies
2
eCFR. 31 CFR 1010.380 – Reports of Beneficial Ownership Information
3
Financial Crimes Enforcement Network. Beneficial Ownership Information Reporting
4
U.S. Department of the Treasury. Treasury Department Announces Suspension of Enforcement of Corporate Transparency Act Against U.S. Citizens and Domestic Reporting Companies
5
Financial Crimes Enforcement Network. Frequently Asked Questions
6
Office of the Law Revision Counsel. 31 USC 5336 – Beneficial Ownership Information Reporting Requirements
7
Office of the Law Revision Counsel. 26 USC 501 – Exemption From Tax on Corporations, Certain Trusts, Etc.
8
Financial Crimes Enforcement Network. Beneficial Ownership Information Access and Safeguards