Who Has to File With FinCEN and Who Is Exempt?

Under the current rule, the only businesses that have to file with FinCEN are companies formed under the law of a foreign country that have registered to do business in a U.S. state or tribal jurisdiction. A March 2025 interim final rule removed every domestically created corporation, LLC, and similar entity from the beneficial ownership information (BOI) reporting requirement. If your company was formed by filing a document with any U.S. state or tribal office, you do not have to file a BOI report, update one, or correct one, even if you already filed under the old rules.

Domestic Companies Are Now Exempt

When the Corporate Transparency Act’s reporting rule was finalized in late 2022, it swept in both domestic and foreign reporting companies. Any corporation, LLC, or similar entity created by filing with a state secretary of state counted as a domestic reporting company. That was the vast majority of U.S. small businesses.

Enforcement never stabilized. Federal courts issued injunctions in late 2024 and early 2025, and the Supreme Court granted a stay in one of the lead cases. On March 2, 2025, Treasury announced it would suspend enforcement against U.S. citizens, domestic reporting companies, and their beneficial owners. On March 26, 2025, FinCEN published an interim final rule that rewrote the definition of “reporting company” to exclude all domestic entities.¹

The Secretary of the Treasury, with written concurrence from the Attorney General and the Secretary of Homeland Security, determined that BOI reporting by domestic companies “would not serve the public interest” and “would not be highly useful” for national security and law enforcement purposes.²

If you already filed a BOI report before the rule changed, there is no obligation to update or correct it going forward. FinCEN has indicated it intends to finalize the interim rule later in 2025, so the domestic exclusion is not yet permanent on paper, but it is the operative rule today.

Foreign Reporting Companies Still Have to File

The reporting obligation now applies exclusively to entities formed under the law of a foreign country that register to do business in a U.S. state or tribal jurisdiction by filing a document with a secretary of state or an equivalent office.¹ A company incorporated in the United Kingdom or Canada that registers with a U.S. state to conduct business here is the paradigm case.

A significant carve-out reduces what these companies actually have to report. Foreign reporting companies do not report the beneficial ownership information of any beneficial owner who is a United States person. If every beneficial owner of a foreign reporting company is a U.S. person, the company still exists as a reporting company but has no beneficial owners to report.²

Exemptions That Still Apply

Even among foreign-formed entities registered in the U.S., 23 categories of company are exempt. These carried over from the original rule. The ones most likely to remove a foreign reporting company from the filing pool are these:

Large operating companies. The entity employs more than 20 full-time employees in the United States, maintains a physical office in the U.S., and reported more than $5 million in gross receipts on its prior-year federal tax return. All six statutory criteria must be met, including that employees average at least 30 hours per week and that the $5 million holds after excluding foreign-source revenue.³
Regulated financial entities. Banks, credit unions, broker-dealers, SEC-registered investment companies and investment advisers, and insurance companies. These entities already disclose ownership information to their regulators.
Public utilities. Regulated utilities providing telecommunications, electrical power, natural gas, or water and sewer services in the United States.
Tax-exempt organizations. Entities described in any subsection of Section 501(c) of the Internal Revenue Code that are exempt from tax under Section 501(a). This covers far more than 501(c)(3) charities.³
Inactive entities. Entities that existed on or before January 1, 2020, are not engaged in active business, have no foreign ownership, experienced no ownership changes in the past 12 months, neither sent nor received more than $1,000 in that period, and hold no assets of any kind.³

The inactive-entity exemption is easy to misread. Every one of its six criteria must be satisfied. An entity that has been dormant for years but still holds a bank account with more than $1,000 does not qualify.

Deadlines for Foreign Reporting Companies

The March 2025 interim final rule reset the filing calendar for foreign reporting companies:

Registered before March 26, 2025: initial report was due by April 25, 2025.
Registered on or after March 26, 2025: initial report is due within 30 calendar days of receiving actual notice of registration or the date a secretary of state first provides public notice, whichever comes first.⁴

The older timelines you may still see referenced online (90 days for entities created in 2024, January 1, 2025 for pre-2024 entities) applied to domestic companies that are now fully exempt and are no longer relevant to who has to file.

Keeping a Filed Report Current

Once a foreign reporting company has filed, it must keep the information current. If any reported information about the company or its non-U.S.-person beneficial owners changes, the company has 30 days from the date of the change to file an updated report.⁵

Common triggers include a new CEO or other senior officer, a sale that shifts who meets the 25 percent ownership threshold, a beneficial owner’s change of address, or a beneficial owner obtaining a new identification document with a different number. A change to the reporting company’s own legal name also requires an updated filing. Changes to company applicant information do not.

If a previously filed report contains an error, the company must file a corrected report within 30 days of discovering the inaccuracy or having reason to know about it.⁵

Penalties for Not Filing

A person who willfully violates the BOI reporting requirements faces civil penalties of up to $500 per day for each day the violation continues. The statutory figure is adjusted annually for inflation and stood at $591 per day as of FinCEN’s most recent published guidance.⁵ Criminal penalties for willful violations can reach a fine of up to $10,000 and two years of imprisonment.⁶

Penalties escalate when the violation occurs alongside other illegal activity. If a person violates the BOI requirements as part of a pattern of illegal activity involving more than $100,000 in a 12-month period, the fine can reach $500,000 and the prison term can extend to 10 years.⁶

“Willfully” is doing real work in that statute. Honest mistakes on an initial filing are correctable within the 30-day correction window without penalty exposure. The law targets deliberate evasion, not clerical errors.

Filing itself is free. Reports are submitted through the FinCEN BOI E-Filing system, and FinCEN does not charge a fee or send correspondence requesting payment.⁷ Any invoice claiming otherwise is not from the government.

1
Federal Register. Beneficial Ownership Information Reporting Requirement Revision and Deadline Extension
2
Financial Crimes Enforcement Network. FinCEN Removes Beneficial Ownership Reporting Requirements for U.S. Companies and U.S. Persons
3
Financial Crimes Enforcement Network. BOI Small Compliance Guide
4
Financial Crimes Enforcement Network. Interim Final Rule Questions and Answers
5
Financial Crimes Enforcement Network. Frequently Asked Questions
6
Office of the Law Revision Counsel. 31 U.S. Code 5336 – Beneficial Ownership Information Reporting Requirements
7
Financial Crimes Enforcement Network. Beneficial Ownership Information Reporting