What Are BOI Reporting Requirements and Who Must File?

Beneficial ownership information (BOI) reporting requirements changed sharply in March 2025. Today, only foreign entities registered to do business in the United States must file a BOI report with the Financial Crimes Enforcement Network (FinCEN), and even those entities do not have to report information about beneficial owners who are U.S. citizens or residents. If your company was formed by filing paperwork with a U.S. secretary of state or a tribal office, you are exempt.¹

What Changed in March 2025

The Corporate Transparency Act, at 31 U.S.C. § 5336, originally required both domestic and foreign entities to disclose their true owners to FinCEN. On March 26, 2025, FinCEN published an interim final rule that removed domestic entities from the definition of “reporting company” and added them to the list of exempt entities.¹

The result is simple for most U.S. business owners. Corporations, LLCs, and any other entities formed under state or tribal law do not need to file a BOI report, update a previously filed report, or correct one.² The rule also shields U.S. persons who are beneficial owners of foreign reporting companies: those foreign entities do not have to report the personal information of any beneficial owner who is a U.S. citizen or resident.³

Who Still Has to File

The reporting obligation now falls on foreign reporting companies. That means any corporation, LLC, or similar entity formed under the law of a foreign country and registered to do business with a U.S. secretary of state or comparable tribal office.³

The 23 exemption categories that existed under the original rule still apply to foreign entities. Common ones include large operating companies with more than 20 full-time U.S. employees and over $5 million in gross receipts on a prior-year U.S. tax return;⁴ regulated financial institutions such as banks, credit unions, and insurance companies; tax-exempt organizations; public companies registered under the Securities Exchange Act; and inactive entities that meet a narrow set of conditions including formation before January 1, 2020, no active business, no foreign ownership, no ownership changes in the past year, and no more than $1,000 sent or received in the past 12 months.⁵

Who Counts as a Beneficial Owner

A foreign reporting company must identify every individual who is a beneficial owner. There are two ways to qualify. An individual owns at least 25 percent of the company’s ownership interests, or exercises substantial control over the company. Meeting either test is enough.

The 25 Percent Ownership Test

Ownership interests include equity, stock, capital and profit interests, convertible instruments, and options. For entities that issue capital and profit interests, use the individual’s combined capital and profit interest as a percentage of the total. For corporations and share-issuing entities, use whichever is greater: the individual’s share of total voting power or share of total value. Options and convertible instruments are treated as if already exercised. If the math cannot be done with reasonable certainty, anyone owning 25 percent or more of any class of ownership interest is presumed to meet the threshold.⁶

The Substantial Control Test

An individual exercises substantial control by meeting any of four criteria. Senior officers count: anyone holding or performing the role of president, CEO, CFO, COO, or general counsel, whatever their actual title. So does anyone with authority to appoint or remove a majority of the board or a senior officer. Important decision-makers who direct or significantly influence the company’s business, finances, or structure qualify. A fourth catch-all covers control exercised through arrangements, intermediary entities, or other relationships. Control can be direct or indirect; a trustee of a trust that holds interests in the company, for example, may qualify.⁵

What the Report Must Contain

For each non-U.S.-person beneficial owner, the reporting company must provide the full legal name, date of birth, current residential street address, a unique identifying number from a non-expired government-issued document (typically a foreign passport) with the issuing jurisdiction, and a clear image of that document. The company must also report its own legal name, any trade names, its business address, the jurisdiction where it was formed, and its taxpayer identification number.⁷

Every entry must match the identification document exactly. A misspelled name or a wrong digit in an address can generate a processing error that later looks like a compliance failure.⁵

FinCEN Identifiers

An individual beneficial owner can apply for a FinCEN identifier, a unique number that stands in for the personal data otherwise required on the report: name, date of birth, address, document number, and document image. Getting one is optional. It can simplify repeat filings and limit how widely personal information is shared across multiple reports. Applying involves creating a login.gov account, accessing the FinCEN ID portal, and submitting the same information plus the document image. FinCEN issues the identifier immediately.⁸

Filing Deadlines

Foreign entities registered in the United States before March 26, 2025, had until April 25, 2025, to file their initial BOI reports. Foreign entities that register on or after that date have 30 calendar days from receiving notice that their registration is effective.²

Reporting is not one and done. If any previously reported information changes, such as a beneficial owner’s address, a new identification document, or a shift in ownership, the company must file an updated report within 30 days of the change.⁷

How to Submit

Reports are filed electronically through the FinCEN BOI E-Filing system. There is no fee.⁷ The filer enters company and beneficial owner information, uploads identification images, reviews the data, and provides a digital signature by typing the full legal name of the person authorized to file. The system generates an immediate confirmation receipt with a unique tracking number. Save it as proof of timely filing.

Penalties for Non-Compliance

Willful failure to file, or willful submission of false information, triggers a civil penalty of $500 per day the violation continues, subject to annual inflation adjustments. The current inflation-adjusted daily figure is higher than that statutory baseline. Criminal penalties reach a fine of up to $10,000, up to two years of imprisonment, or both, and apply equally to a refusal to file and to knowingly filing false ownership information.⁴

The 90-Day Safe Harbor

If a company discovers that a filed report contains inaccurate information and submits a corrected report within 90 days of the original filing date, no civil or criminal penalties apply. The correction must be voluntary and must fix the specific inaccuracy.⁶ This is separate from the 30-day update rule. The safe harbor covers errors in an already-filed report. The 30-day requirement covers real-world changes that occur after filing.

Where the Law Stands

The Corporate Transparency Act has faced constitutional challenges. A federal judge in Texas ruled it likely unconstitutional and issued a nationwide injunction; the Supreme Court stayed that injunction in January 2025 by an 8–1 vote, allowing enforcement to resume. A parallel case in the same district produced a similar injunction that was also later stayed. Appeals remain pending in multiple federal circuits, and FinCEN characterized the March 2025 rule narrowing the scope of BOI reporting as a policy choice by the Treasury Secretary under authority the CTA itself provides. Foreign entities currently required to file should treat the obligation as enforceable: every court that paused enforcement has since lifted its injunction.¹

1
Financial Crimes Enforcement Network. FinCEN Removes Beneficial Ownership Reporting Requirements for U.S. Companies and U.S. Persons
2
FinCEN.gov. Beneficial Ownership Information Reporting
3
Financial Crimes Enforcement Network. FinCEN 31 CFR Part 1010.380, RIN 1506-AB49 Interim Final Rule
4
Office of the Law Revision Counsel. 31 USC 5336 – Beneficial Ownership Information Reporting Requirements
5
Financial Crimes Enforcement Network. Beneficial Ownership Information Reporting Requirements Small Entity Compliance Guide
6
Federal Register. Beneficial Ownership Information Reporting Requirements
7
Financial Crimes Enforcement Network. Frequently Asked Questions
8
Financial Crimes Enforcement Network. BOI FinCEN Identifier Application Filing Instructions