If you formed your LLC by filing with a U.S. secretary of state, the current BOI ruling for LLCs means you do not have to file a beneficial ownership information report with FinCEN. A March 26, 2025 interim final rule from the Financial Crimes Enforcement Network narrowed the reporting requirement to entities formed under the law of a foreign country and then registered to do business in a U.S. state or tribal jurisdiction. Domestic LLCs, and their beneficial owners, are exempt from filing and from the personal reporting obligation that came with it. FinCEN has said it will not enforce beneficial ownership penalties or fines against U.S. citizens or domestic reporting companies.
What the March 2025 Rule Actually Did
When the Corporate Transparency Act took effect in January 2024, nearly every small LLC, corporation, and similar entity created in the United States had to report its true owners to FinCEN. That original scope reached millions of businesses. The interim final rule published on March 26, 2025 rewrote the definition of “reporting company” so it now covers only entities formed under foreign law that have registered to do business in any U.S. state or tribal jurisdiction.
The effect for a domestic LLC is complete: no initial report, no updates, no penalties. Beneficial owners of those entities also have no personal obligation to hand over their information for this purpose, even if a foreign-formed company they are involved with is still required to file.
Is the Exemption Permanent
No. The Corporate Transparency Act itself has not been repealed. FinCEN pulled back the domestic requirement by rule, and a rule can be changed by a later rule.
The law has also been through the courts. Federal district courts in Alabama and Texas ruled against the CTA in 2024, while courts in Oregon and Virginia upheld it. The Fifth Circuit reinstated a nationwide preliminary injunction in late December 2024 while it considered the merits. The National Small Business Association filed a petition asking the U.S. Supreme Court to take up the case in April 2026, and as of mid-2026 the Court had not announced whether it would hear it. Treasury has publicly stated it is not pursuing enforcement actions under the CTA, while noting that stance could change.
For a domestic LLC owner, the practical read is simple. You owe nothing right now. But if the Supreme Court upholds the CTA and a future administration reinstates domestic reporting, deadlines could return on short notice.
Which LLCs Still Have to File
The requirement now applies only to foreign-formed entities. If a company was created under the laws of another country and then registered to do business in any U.S. state or tribal jurisdiction by filing with a secretary of state or similar office, it is a reporting company under the revised rule.
Even among foreign-formed entities, the CTA carves out 23 categories of exempt organizations. The ones most likely to matter for an LLC include:
- Large operating companies that employ more than 20 full-time workers in the United States, reported more than $5 million in gross receipts or sales on the previous year’s federal tax return, and maintain a physical office in the country. All three prongs must be met at the same time.
- Tax-exempt organizations described in Section 501(c) of the Internal Revenue Code, political organizations exempt under Section 527, and certain charitable trusts.
- Regulated financial entities such as banks, credit unions, broker-dealers, registered investment companies, and insurance companies.
- Inactive entities that existed before January 1, 2020, are not engaged in active business, hold no assets, have had no ownership changes in the preceding 12 months, and have not sent or received funds exceeding $1,000 in that period.
Deadlines for Foreign Reporting Companies
The interim final rule reset the timeline. Old deadlines from the original 2024 regulation no longer apply.
- Registered in the United States before March 26, 2025: initial report was due by April 25, 2025.
- Registered on or after March 26, 2025: file within 30 calendar days of receiving notice that the registration is effective, or within 30 days of the date a secretary of state first makes the registration publicly available, whichever comes first.
When ownership details change after the initial filing, the company must submit an updated report within 30 days. That covers changes to the entity’s legal name, address, or jurisdiction, and any change in a beneficial owner’s name, address, or identifying document. Corrections to inaccurate information carry the same 30-day window, starting from the date the company becomes aware of the error.
What Goes in the Report
A foreign reporting company that does not qualify for an exemption must provide two categories of information.
For the entity: full legal name, any trade names or DBAs, current street address, the jurisdiction where it was originally formed, and the state or tribal jurisdiction where it registered to do business. A taxpayer identification number is also required, such as an EIN. If the entity does not have a U.S. tax ID, a foreign tax identification number is acceptable.
For each beneficial owner: full legal name, date of birth, current residential address, and a unique identifying number from an unexpired government-issued document such as a passport or driver’s license. An image of that document is uploaded with the filing. Under the revised rule, foreign reporting companies are not required to report any U.S. persons as beneficial owners, and U.S. persons have no obligation to provide their information to a foreign entity for this purpose.
Who Counts as a Beneficial Owner
The CTA defines a beneficial owner as any individual who directly or indirectly owns or controls at least 25 percent of the company’s ownership interests, or who exercises substantial control over the entity. Either test is enough on its own.
Substantial control reaches beyond ownership percentages. FinCEN treats any senior officer as exercising substantial control by default, including the CEO, president, CFO, general counsel, COO, and anyone performing a comparable function. An individual also exercises substantial control if they have authority to appoint or remove officers or directors, or if they serve as an important decision-maker for the company. The category is intentionally broad and can capture people who direct key decisions without holding a formal title.
Certain individuals are excluded regardless of stake or role: employees whose influence comes solely from employment status, minor children (whose parent or guardian information is reported instead), individuals acting purely as nominees or agents, people whose only interest comes through inheritance rights, and creditors without additional control.
How to File
Reports are filed electronically through the BOI E-Filing System on FinCEN’s website. The system offers a guided web form and also supports PDF uploads for filers handling multiple entities. There is no filing fee. After submission, the system generates a confirmation that serves as proof of compliance; save or print it.
Penalties Still on the Books
The penalties written into the CTA are significant, even though Treasury is not currently enforcing them against domestic entities. Willfully failing to file a required report, or willfully providing false or fraudulent ownership information, carries a civil penalty of up to $500 for each day the violation continues. Criminal penalties can reach a $10,000 fine and up to two years in prison.
For foreign reporting companies still subject to the requirement, these numbers are not theoretical. A missed deadline that stretches 60 days could mean $30,000 in civil penalties on its own. If you discover an error in a previously filed report, correcting it within 90 days of the original filing deadline provides a safe harbor against penalties, so long as the original mistake was not made with intent to evade the law.
What Domestic LLC Owners Should Do Now
You have no filing obligation today. Treating that as permanent would be a mistake. The Corporate Transparency Act has not been repealed, the Supreme Court may still weigh in, and a future administration could reinstate domestic reporting through a new rulemaking.
Low-effort preparation is the right posture. Keep a current list of anyone who owns 25 percent or more of your LLC or exercises substantial control, along with copies of their identification documents. If reporting obligations return, you can file quickly instead of chasing down partners and digging through old records under a tight deadline.