What the BOI Rule Requires Now
Under the March 2025 interim final rule, the BOI reporting obligation applies only to foreign reporting companies. A BOI report identifies:
The reporting company: legal name, trade names, address, jurisdiction of formation and US registration, and a taxpayer identification number.
Beneficial owners: any individual who either (1) exercises substantial control over the company, or (2) owns or controls at least 25% of the ownership interests, except that foreign reporting companies are not required to report any US persons as beneficial owners.
Company applicants: the individual who filed the registration document and, if different, the individual who directed the filing.
Before March 2025, the rule also covered most domestic LLCs, corporations and similar entities. That is history; domestic reporting companies are exempt under the interim final rule. Source: fincen.gov/boi.
Who Must Comply
The following entities are subject to BOI / CTA Compliance Hub obligations:
- →Foreign reporting companies: entities formed under the law of a foreign country and registered to do business in a US state or tribal jurisdiction
- →Foreign reporting companies registered before 26 March 2025: deadline was 25 April 2025
- →Foreign reporting companies registered on or after 26 March 2025: 30 calendar days after registration becomes effective
- →Foreign reporting companies do not report any US persons as beneficial owners
- →NOT required: entities created in the United States (domestic reporting companies) and their beneficial owners (exempt)
Penalties and Enforcement History
The CTA provides civil and criminal penalties for BOI 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. Before March 2025, the rule listed 23 exemption categories (for example large operating companies, SEC-reporting companies, banks, credit unions, insurance companies, registered investment advisers, registered broker-dealers and tax-exempt entities). Under the interim final rule these categories matter mainly to foreign reporting companies checking whether one applies to them.
Enforcement Timeline
Regulatory Comparison
| Dimension | FinCEN BOI (CTA, March 2025 IFR) | EU UBO Registers | UK PSC Register |
|---|---|---|---|
| Applicability | Foreign entities registered to do business in a US state or tribal jurisdiction; US-created entities exempt | EU member state companies | UK companies and LLPs |
| Public Access | Non-public (law enforcement + authorised FIs) | Public (varies by Member State) | Public (Companies House) |
| Penalties | Civil + criminal, for companies still required to report | Varies (€5K to €50K) | Unlimited fine |
| Ownership Threshold | 25% OR substantial control (US persons not reported) | 25% (varies by state) | 25% ownership |
| Initial Deadline | 30 days after US registration becomes effective | 14 days (varies) | 14 days |
Mitigation Strategy
Map every entity in your group. Entities created in the United States are exempt under the March 2025 interim final rule. For each entity formed under the law of a foreign country, check whether it has registered to do business in a US state or tribal jurisdiction; that registration is what makes it a foreign reporting company.
Identify individuals with 25%+ direct or indirect ownership and individuals with substantial control, then exclude US persons, who are not reported under the interim final rule. File through FinCEN’s BOI system (links at fincen.gov/boi) within 30 calendar days after the US registration becomes effective.
FinCEN said it would issue a final rule after the interim final rule. Check fincen.gov/boi periodically rather than relying on any secondary summary, including this page.
Frequently Asked Questions
A: If the LLC was created in the United States, no. As of FinCEN’s March 2025 interim final rule, all entities created in the United States and their beneficial owners are exempt from BOI reporting. Before March 2025, most US single-member LLCs were treated as reporting companies. An LLC formed under the law of a foreign country and registered to do business in a US state is a foreign reporting company and must report. Check fincen.gov/boi for any later change.
A: Under the March 2025 interim final rule, 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. Those registered before 26 March 2025 had until 25 April 2025; those registered on or after 26 March 2025 have 30 calendar days after their registration becomes effective. They are not required to report any US persons as beneficial owners.
A: A beneficial owner is any individual who, directly or indirectly, either: (1) exercises "substantial control" over the reporting company (serving as a senior officer, having authority over the board, or having significant influence over major business decisions); or (2) owns or controls 25% or more of the ownership interests. Under the March 2025 interim final rule, foreign reporting companies do not report US persons as beneficial owners.
A: No. The FinCEN BOI database is non-public. Access is limited to authorised government users and, subject to conditions, financial institutions with customer due diligence obligations. Unauthorised disclosure of BOI is itself a violation under the CTA.
A: It depends on where the entity was created. DAO LLCs and other Web3 entities created under US state law (for example Wyoming DAO LLCs or Delaware LLCs) are domestic entities and are exempt under the March 2025 interim final rule. A crypto entity formed under the law of a foreign country that registers to do business in a US state or tribal jurisdiction is a foreign reporting company and must report, without reporting US persons as beneficial owners.
BOI Filing Guide → Who still files after FinCEN's March 2025 interim final rule (foreign reporting companies only), deadlines, penalties, and what the report contains.
This hub was written and is maintained by an LLB, LLM-qualified international commercial lawyer, notary, and arbitrator with 20 years of active practice. The analysis draws on direct practitioner experience across UAE, EU, US, UK, and Singapore jurisdictions — not synthesis from secondary sources.