For almost every U.S. business owner, a BOIR report is no longer required. As of March 26, 2025, FinCEN’s interim final rule exempts every entity created in the United States from Beneficial Ownership Information reporting under the Corporate Transparency Act.1 The only companies that must still file are foreign entities registered to do business in a U.S. state or tribal jurisdiction, and even those companies do not have to report any beneficial owners who are U.S. persons.
Domestic Companies Are Exempt
If your company was formed under the law of any U.S. state or tribal jurisdiction, you do not need to file a BOIR. You do not need to submit your personal information to FinCEN. Guidance published before the March 2025 rule change telling domestic LLCs and corporations they had a filing deadline no longer applies.
FinCEN rewrote the regulatory definition of “reporting company” so that it now covers only entities formed under the law of a foreign country. The agency also announced it will not enforce BOI penalties or fines against U.S. citizens, domestic companies, or their beneficial owners. That means a small LLC formed in Delaware, a family-owned corporation in Texas, a single-member consulting company in California — none of them have a BOIR obligation under the current rule.
U.S. persons are also excluded on the ownership side. Even when a foreign company does have to file, it lists only its non-U.S. person beneficial owners. A U.S. citizen who owns part of a foreign reporting company is not reported.
Who Still Has to File
The filing requirement now applies to a narrow group: corporations, limited liability companies, and other 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.
These foreign reporting companies must submit a BOI report unless they qualify for one of the twenty-three existing exemptions under the Corporate Transparency Act. Common exemptions include large operating companies (more than twenty full-time U.S. employees, a physical U.S. office, and more than five million dollars in prior-year gross receipts), SEC-registered public companies, tax-exempt organizations, and regulated financial institutions.
Deadlines for Foreign Reporting Companies
The interim final rule set two deadlines depending on when a foreign company registered:
- Registered before March 26, 2025: the initial report was due by April 25, 2025.
- Registered on or after March 26, 2025: the initial report is due within 30 calendar days of receiving notice that the registration is effective.
After the initial filing, an updated report is due within 30 days of any change to the reported information, such as a new company name, a new controlling owner, or a beneficial owner’s change of address. If you catch an error in a report you already filed, you have a 90-day safe harbor from the original filing date to submit a correction without penalty, provided the original filing wasn’t knowingly false.
What the Report Contains
A foreign reporting company submits two sets of information. For the company: its full legal name, any trade names, a current street address for its principal place of business (no P.O. boxes), a taxpayer identification number, and its country of formation. For each non-U.S. person beneficial owner: full legal name, date of birth, current residential address, and a unique identifying number from a non-expired government-issued document such as a passport, along with an image of that document.
A beneficial owner is anyone who owns or controls at least 25 percent of the company or exercises substantial control over it, such as a senior officer or someone with authority to appoint or remove officers. People who serve as beneficial owners of several companies can request a FinCEN Identifier to use in place of their personal details on later filings.
Filing is free and is done through the BOI E-Filing System at boiefiling.fincen.gov. A confirmation receipt after submission serves as proof of compliance.
Ignore Requests for Payment or Personal Data
FinCEN has warned about fraudulent correspondence aimed at business owners. Scam letters and emails have referenced fake forms with names like “Form 4022” and “Form 5102,” and some invoke a fabricated agency called the “US Business Regulations Dept.” These are not real.
Signs that a message is a scam include:
- Any request for a payment. FinCEN charges no fee for BOI filings and does not send correspondence asking for money.
- Links or QR codes from unknown senders claiming to be FinCEN.
- Threats of penalties sent by email or phone. FinCEN does not send initial penalty correspondence electronically or by phone.
The only legitimate filing channel is the FinCEN BOI E-Filing System. Anything directing you to submit ownership information elsewhere, or to pay to file, should be disregarded.
What Could Change
Congress has introduced legislation that would repeal the Corporate Transparency Act outright. The Repealing Big Brother Overreach Act was introduced in the Senate as S.100 in January 2025, and its House companion, H.R. 425, was ordered reported out of committee in April 2026 on a 26–25 vote. Neither has been signed into law. If a full repeal passes, the BOI requirement would end for foreign companies as well. Until then, the interim final rule stands: domestic companies are exempt, and foreign reporting companies must file.