As of March 26, 2025, BOIR filing requirements apply only to foreign entities that have registered to do business in a U.S. state or tribal jurisdiction. FinCEN’s interim final rule removed the Beneficial Ownership Information Report obligation for every company formed in the United States and exempted U.S. persons from being reported as beneficial owners of any remaining reporting company.1FinCEN.gov. FinCEN Removes Beneficial Ownership Reporting Requirements for U.S. Companies and U.S. Persons, Sets New Deadlines for Foreign Companies If your LLC or corporation was formed in any U.S. state, you have nothing to file.
Who Still Has to File
The only companies now required to submit a BOIR are entities formed under the law of a foreign country that have registered to do business in a U.S. state or tribal jurisdiction by filing a document with a secretary of state or similar office.2FinCEN.gov. Beneficial Ownership Information Reporting A company incorporated in Germany, the Cayman Islands, or anywhere else outside the United States that then registers with a U.S. state to operate here is a reporting company.
Domestic entities are outside the rule entirely, no matter their size, industry, or ownership structure. And even if you personally hold an interest in a qualifying foreign reporting company, you do not get reported to FinCEN as long as you are a U.S. person. Only non-U.S. individuals need to be identified.2FinCEN.gov. Beneficial Ownership Information Reporting
Exemptions That May Excuse a Foreign Reporting Company
The Corporate Transparency Act lists 23 categories of entities that do not have to file even when they otherwise meet the definition of a reporting company. Most are already subject to heavy federal or state oversight: banks, credit unions, insurance companies, publicly traded issuers registered with the SEC, investment companies and advisers, broker-dealers, money services businesses, accounting firms, public utilities, pooled investment vehicles, and tax-exempt organizations, among others.3FinCEN.gov. Frequently Asked Questions
Two exemptions catch people off guard. The large operating company exemption requires all three of the following at once: more than 20 full-time U.S. employees, more than $5 million in gross receipts on the prior year’s U.S. tax return, and a physical office in the United States. A company with $10 million in revenue but only 15 employees does not qualify. The inactive entity exemption is narrower still: the company must have existed before January 1, 2020, conduct no active business, have no foreign ownership, have had no ownership change in the last 12 months, have sent or received no more than $1,000 in that same period, and hold no assets.4Office of the Law Revision Counsel. 31 U.S. Code 5336 – Beneficial Ownership Information Reporting Requirements
Who Counts as a Beneficial Owner
A beneficial owner is any individual who exercises substantial control over the reporting company, or who owns or controls at least 25% of its ownership interests.4Office of the Law Revision Counsel. 31 U.S. Code 5336 – Beneficial Ownership Information Reporting Requirements Either test on its own is enough.
Substantial control reaches senior officers such as the CEO, CFO, and general counsel, anyone with authority to appoint or remove those officers or a majority of the board, and anyone who directs or has substantial influence over important company decisions. A person can have substantial control without owning any equity.
Under the current rule, foreign reporting companies list only their non-U.S. beneficial owners. U.S. persons who meet the tests are not reported.2FinCEN.gov. Beneficial Ownership Information Reporting
What Goes Into the Report
For the company itself, the filing must include the full legal name and any trade names, the current U.S. address, the jurisdiction of formation, and the IRS Taxpayer Identification Number. A foreign entity without a U.S. tax ID may provide a foreign tax identification number instead.2FinCEN.gov. Beneficial Ownership Information Reporting
For each beneficial owner, the report must include the person’s full legal name, date of birth, current residential address, and the number from a valid, non-expired government-issued document such as a passport or foreign government ID. An image of that document has to be uploaded with the filing.5Financial Crimes Enforcement Network. Beneficial Owner Information Report BOIR E-File PDF Step-by-Step Instructions
Deadlines
The March 2025 rule set two windows for foreign reporting companies:
- Registered to do business in the U.S. before March 26, 2025: file by April 25, 2025.
- Registered on or after March 26, 2025: file within 30 calendar days of receiving notice that the registration is effective.2FinCEN.gov. Beneficial Ownership Information Reporting
There is no annual renewal. Once filed, the report stands until something changes. Any change to previously reported information, including a new address, an ownership change, or a new identification document for a beneficial owner, must be corrected within 30 days.
How to File
FinCEN accepts reports only through its BOI E-Filing portal at boiefiling.fincen.gov. You can either upload a completed PDF or type the information directly into an online form. A web browser is all you need. There is no filing fee.6Financial Crimes Enforcement Network. Beneficial Owner Information Report BOIR Online Filing Method Step-by-Step Instructions
When the submission goes through, the portal issues a confirmation with a unique identifier. Save it. That confirmation is your proof of compliance if a question comes up later.5Financial Crimes Enforcement Network. Beneficial Owner Information Report BOIR E-File PDF Step-by-Step Instructions
The FinCEN Identifier
Anyone who is a beneficial owner or company applicant can request a FinCEN identifier, a 12-digit number that substitutes for personal details on future BOI filings. It is useful for people tied to more than one reporting company, because they give FinCEN their information once and then share only the number with each entity.3FinCEN.gov. Frequently Asked Questions
Applying is free and optional. You submit your name, date of birth, address, an identification document number, and a document image through FinCEN’s portal at fincenid.fincen.gov, and the identifier is issued immediately.3FinCEN.gov. Frequently Asked Questions
Penalties for Missing or Falsifying a Filing
Penalties target willful violations, meaning the voluntary and intentional violation of a known legal duty.4Office of the Law Revision Counsel. 31 U.S. Code 5336 – Beneficial Ownership Information Reporting Requirements Civil penalties can reach $500 per day for each day a violation continues, adjusted annually for inflation; as of early 2025 that figure had risen to $606 per day. Willful violations can also draw criminal fines up to $10,000, imprisonment up to two years, or both.
These consequences reach beyond the person who clicks submit. A beneficial owner who knowingly supplies false information to the filer can face the same penalties.
What Could Still Change
The March 2025 rule is an interim final rule. FinCEN is accepting public comments and intends to finalize the rule in 2025, and the scope of reporting could shift again once that happens.1FinCEN.gov. FinCEN Removes Beneficial Ownership Reporting Requirements for U.S. Companies and U.S. Persons, Sets New Deadlines for Foreign Companies For now, U.S.-formed companies have no filing to make. Foreign entities registered here should treat the current deadlines as firm; waiting for the final rule is not a defense to a missed filing.