Beneficial Ownership Information (BOI) Filing Guide
As of FinCEN's interim final rule announced March 21, 2025 (published March 26, 2025), all entities created in the United States and their beneficial owners are exempt from Corporate Transparency Act (CTA) beneficial ownership reporting. Only foreign reporting companies (entities formed under the law of a foreign country and registered to do business in a US state or tribal jurisdiction) must still report to the Financial Crimes Enforcement Network (FinCEN), and they do not report US persons as beneficial owners. This guide covers who still files, the deadlines, the penalties, and what the report contains. Check fincen.gov/boi for any later change.
What is a BOI Report?
A Beneficial Ownership Information (BOI) report discloses who owns or controls a reporting company to FinCEN, a bureau of the US Treasury Department. The report was created by the Corporate Transparency Act, enacted as part of the Anti-Money Laundering Act of 2020, and the reporting rule took effect January 1, 2024. FinCEN narrowed it in March 2025, as described below.
The stated goal was a federal registry of beneficial ownership that law enforcement can access to investigate money laundering, tax fraud, and other financial crimes.
Who Must File Now (Foreign Reporting Companies)
Under FinCEN's March 2025 interim final rule:
- Domestic reporting companies are exempt. Every entity created in the United States (including US LLCs and corporations) and its beneficial owners are exempt from BOI reporting.
- Foreign reporting companies must report. These are entities formed under the law of a foreign country and registered to do business in a US state or tribal jurisdiction by filing a document with a secretary of state or similar office.
- No US persons are reported. Foreign reporting companies are not required to report any US persons as beneficial owners.
Before March 2025, the rule treated most US LLCs, corporations and similar entities as reporting companies. That is the history; it is not the current requirement for domestic companies.
The 23 Exemption Categories (Pre-2025 Framework)
Before March 2025, the rule listed 23 categories of entities exempt from BOI reporting. Now that domestic companies are exempt as a class, these categories matter mainly to foreign reporting companies checking whether one of them applies. Examples:
- Large operating company: 20+ full-time employees in the US, US physical office, and USD 5M+ gross receipts on prior-year US federal tax return
- SEC-reporting issuers
- Banks and credit unions
- Registered investment companies and advisers
- Insurance companies licensed under state law
- Inactive entities meeting FinCEN's criteria
FinCEN's published guidance at fincen.gov/boi has the full list and conditions.
Who Counts as a Beneficial Owner
This definition matters for foreign reporting companies. A beneficial owner is any individual who, directly or indirectly:
- Owns or controls 25% or more of the ownership interests (equity shares, capital or profits interests, convertible instruments), or
- Exercises substantial control over the company
"Substantial control" is broad. It includes: senior officers (CEO, president, CFO, COO, general counsel), any individual with authority to appoint or remove senior officers, and any individual who directs, determines, or has substantial influence over important company decisions.
Beneficial owners are natural persons, not legal entities; ownership is traced through to the individual. Under the March 2025 interim final rule, a foreign reporting company does not report any US persons as beneficial owners.
Required Information
A foreign reporting company that must file provides, for each reportable beneficial owner and company applicant:
- Full legal name
- Date of birth
- Current residential street address (not PO Box, not business address for most owners)
- Unique identifying number from an acceptable identification document
- An image of that document
For the reporting company itself:
- Full legal name and any trade names (DBAs)
- Complete current US street address of principal place of business
- Jurisdiction of formation and the US state or tribal jurisdiction where it first registered
- Taxpayer identification number
Filing Deadlines (March 2025 Interim Final Rule)
- Domestic reporting companies: exempt, with no BOI filing deadline
- Foreign reporting companies registered before March 26, 2025: had until April 25, 2025
- Foreign reporting companies registered on or after March 26, 2025: 30 calendar days after their registration becomes effective
Before March 2025, deadlines ran from a US company's formation date (for example, January 1, 2025 for companies formed before 2024). Those deadlines no longer apply to domestic companies under the interim final rule. FinCEN said it would issue a final rule; check fincen.gov/boi for any later change.
Penalties
The Corporate Transparency Act provides civil and criminal penalties for reporting violations. Under the March 2025 interim final rule, those penalties apply only to companies that remain required to report: foreign reporting companies. Domestic reporting companies and their beneficial owners are exempt from reporting.
How to File
A foreign reporting company that must file can use FinCEN's free BOI e-filing system directly. Links are on fincen.gov/boi.
The practical work is determining who qualifies as a reportable beneficial owner under the substantial control test, tracing ownership through holding companies, and making sure the information is accurate.
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Forge filing kit: join the waitlistNot legal advice. For filing guidance specific to your ownership structure, consult a licensed attorney.
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Who must file a BOI report under the Corporate Transparency Act now?
As of FinCEN’s interim final rule announced March 21, 2025 (published March 26, 2025), all entities created in the United States (domestic reporting companies) and their beneficial owners are exempt from BOI reporting. Only entities formed under the law of a foreign country and registered to do business in a US state or tribal jurisdiction (foreign reporting companies) must report, and they are not required to report any US persons as beneficial owners. Check fincen.gov/boi for any later change.
Does a US LLC or corporation still need to file?
Not under the March 2025 interim final rule. Entities created in the United States are exempt, and so are their beneficial owners. Before March 2025, most US LLCs and corporations were expected to file; that framework no longer applies to domestic companies under the interim final rule.
What is a beneficial owner under the CTA?
A beneficial owner is any individual who either (1) owns or controls at least 25% of the ownership interests of the company, or (2) exercises "substantial control" over the company, which includes senior officers, individuals with authority to appoint or remove senior officers, and anyone who directs, determines, or has substantial influence over important company decisions. Under the March 2025 interim final rule, a foreign reporting company does not report US persons as beneficial owners.
What information must be included in a BOI report?
For each reportable beneficial owner and company applicant: full legal name, date of birth, current residential address, and a unique identifying number from an acceptable identification document, plus an image of that document. The reporting company itself provides its legal name, trade names, principal place of business address, jurisdiction of formation and registration, and a taxpayer identification number. Under the interim final rule these reports come only from foreign reporting companies.
What are the BOI filing deadlines?
Under the March 2025 interim final rule: foreign reporting companies registered to do business in the United States before March 26, 2025 had until April 25, 2025 to file; foreign reporting companies registered on or after March 26, 2025 have 30 calendar days after their registration becomes effective. Domestic reporting companies have no BOI filing deadline because they are exempt.
What are the penalties for not filing a BOI report?
The Corporate Transparency Act provides civil and criminal penalties for reporting violations. Under the March 2025 interim final rule, those penalties apply only to companies that remain required to report: foreign reporting companies. Domestic reporting companies and their beneficial owners are exempt from reporting.
Can a foreign reporting company file directly with FinCEN?
Yes. FinCEN’s BOI e-filing system is free. The practical work is determining who counts as a reportable beneficial owner and gathering accurate information. Forge’s filing kit is not on sale yet; a waitlist is open at forge.bizlegal-ai.com/boi.
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