What Is a BOI Form and Do You Still Need to File?

A BOI form is the Beneficial Ownership Information report filed electronically with the Financial Crimes Enforcement Network (FinCEN) to identify the real people who own or control a company. After a rule change on March 26, 2025, most people asking about it no longer need to file: every company created in the United States is now exempt. Only foreign-formed entities registered to do business in a U.S. state or tribal jurisdiction still have to submit the report.¹

What the Form Is

Congress created the reporting requirement through the Corporate Transparency Act in 2021 to help law enforcement and national security agencies see who actually stands behind legal entities, rather than allowing shell companies to hide ownership. The form collects identifying information about a company’s beneficial owners and, in some cases, the people who filed the paperwork to create it. It is submitted to FinCEN, a bureau within the Department of the Treasury.²

Do You Still Need to File

Probably not. On March 26, 2025, FinCEN published an interim final rule exempting every entity created in the United States from the requirement to file initial, updated, or corrected BOI reports. That covers corporations, LLCs, and any other entity formed by filing with a secretary of state or similar office in any U.S. state or tribal jurisdiction.¹

The exemption reaches the owners too. If your company was formed in the U.S., you and your co-owners do not need to report your personal information to FinCEN, regardless of when the company was created.² If you already filed a report before the rule took effect, you have no obligation to update or correct it going forward.

Who Must Still File

The requirement now applies only to foreign reporting companies: entities formed under the laws of a foreign country that have registered to do business in a U.S. state or tribal jurisdiction. These companies must report beneficial ownership information for their non-U.S.-person beneficial owners.²

U.S.-person beneficial owners of a foreign reporting company are not reported. If every beneficial owner of a foreign reporting company is a U.S. person, the company owes no beneficial-owner information at all. In certain cases, foreign reporting companies must still report their company applicants.

Exemptions for Foreign Reporting Companies

Even a foreign reporting company can be excused from filing if it falls into one of 23 exemption categories, most of which cover entities already subject to substantial federal or state oversight. The categories most likely to apply include:

Large operating companies with more than 20 full-time U.S. employees, more than $5,000,000 in gross receipts or sales on the prior-year federal tax return, and a physical U.S. office. A full-time employee generally means someone averaging at least 30 hours per week.³
SEC reporting issuers already filing with the Securities and Exchange Commission.⁴
Tax-exempt organizations described in Section 501(c) and exempt under Section 501(a) of the Internal Revenue Code.³
Regulated financial institutions such as banks, credit unions, insurance companies, and broker-dealers.⁴
Inactive entities that existed on or before January 1, 2020, and meet specific criteria on inactivity, assets, and ownership changes.

Other categories cover registered investment companies, venture capital fund advisers, accounting firms, public utilities, and certain subsidiaries of exempt entities.

What Goes on the Report

For a foreign reporting company that has to file, the report centers on beneficial owners and, for entities registered on or after January 1, 2024, up to two company applicants.

Who Counts as a Beneficial Owner

A beneficial owner is any individual who either owns or controls at least 25 percent of the ownership interests or exercises substantial control over the company.⁴ Substantial control includes serving as a senior officer (president, CEO, CFO, COO, general counsel, or anyone performing a similar function), having authority to appoint or remove senior officers or a majority of the board, directing important decisions about the business, finances, or structure, or exercising any other form of substantial control.³

Who Counts as a Company Applicant

A company applicant is the individual who directly filed the registration document, or, if more than one person was involved, the person primarily responsible for directing that filing. A reporting company can have at most two.⁴

Information Collected

For each beneficial owner and, where applicable, each company applicant, the company reports:

Full legal name
Date of birth
Current residential address, or business address for a company applicant who filed the registration as part of their professional services, such as an attorney or corporate formation agent⁴
A unique identifying number from a non-expired government-issued document (U.S. passport, state driver’s license, or state-issued ID card)
An image of that identification document

An individual who appears on multiple companies’ filings can apply for a FinCEN ID and report that number in place of the personal information on each report. It is optional.⁵

Deadlines

Under the March 2025 rule, deadlines depend on when the foreign company registered to do business in the United States:

Registered before March 26, 2025: the initial report was due by April 25, 2025.⁴
Registered on or after March 26, 2025: the report is due within 30 calendar days of receiving notice that the registration is effective.¹

How to File

Reports go through FinCEN’s BOI E-Filing System.⁶ There is no filing fee.⁴ After the data is entered and identification images uploaded, the filer receives a confirmation with a submission tracking number that serves as proof of compliance. Upload clear, legible images to avoid processing issues.

Keeping the Report Current

Once a foreign reporting company has filed, it must keep the information current. Any change to reported information about the company or its beneficial owners, whether a new address, a change in ownership, or a new senior officer, triggers a 30-day window to file an updated report. If the company discovers that a prior report was inaccurate, it has 30 days from the date it becomes aware of the error, or has reason to know of it, to file a correction.⁷

Penalties

The Corporate Transparency Act makes it unlawful to willfully provide false or fraudulent beneficial ownership information or to willfully fail to file a required report. Civil penalties can reach $500 per day for each day the violation continues. Criminal penalties for willful violations include fines of up to $10,000, imprisonment of up to two years, or both. The daily civil penalty may be adjusted periodically for inflation.

Separate penalties apply to misuse of the data itself. Knowingly disclosing or using BOI outside of authorized channels can bring civil penalties of $500 per day and criminal penalties of up to $500,000 in fines and up to 10 years in prison.

Who Can See the Data

BOI reported to FinCEN is not public. Access is limited to specific authorized users, principally federal law enforcement and national security agencies, along with certain financial institutions with customer due diligence obligations through a phased rollout. Financial institutions that receive BOI may only use it for anti-money-laundering and counter-terrorism-financing compliance, not for general business purposes such as evaluating creditworthiness, and re-disclosure is limited to narrow circumstances defined by regulation.⁸

1
Financial Crimes Enforcement Network. Beneficial Ownership Information Reporting
2
Federal Register. Beneficial Ownership Information Reporting Requirement Revision and Deadline Extension
3
Financial Crimes Enforcement Network. Small Entity Compliance Guide
4
Financial Crimes Enforcement Network. Frequently Asked Questions
5
Financial Crimes Enforcement Network. FinCEN ID
6
Financial Crimes Enforcement Network. BOI E-Filing
7
FinCEN. Beneficial Ownership Reporting Key Questions
8
Financial Crimes Enforcement Network. BOI Access and Safeguards Small Entity Compliance Guide