As of the March 26, 2025 FinCEN interim final rule, every entity formed in the United States is exempt from Beneficial Ownership Information (BOI) reporting. Only foreign entities registered to do business in a US state or tribal jurisdiction still file. FinCEN is the Financial Crimes Enforcement Network, the Treasury bureau that runs this program, and its own BOI alert page confirms the exemption is live.
Readers are confused because the rules whipsawed for 18 months. Court injunctions, non-enforcement notices, and shifting deadlines under the Corporate Transparency Act (CTA) came and went before FinCEN narrowed the rule to foreign filers only.
Who Must File a BOI Report Now — At a Glance
Only foreign reporting companies file today. Use this table as the verdict before the details below.
| Entity type | Must file a BOI report? | Source |
|---|---|---|
| US-formed LLC, corporation, or other entity | No — exempt | FinCEN interim final rule, 90 FR 13688 |
| Beneficial owners of US-formed entities | No — exempt | FinCEN interim final rule, 90 FR 13688 |
| Foreign entity registered to do business in a US state | Yes | FinCEN interim final rule, 90 FR 13688 |
| US persons who are beneficial owners of a foreign reporting company | Not reported | FinCEN news release, March 21, 2025 |
What Is a Beneficial Ownership Information (BOI) Report?
A Beneficial Ownership Information (BOI) report is a filing with FinCEN that identifies the individuals who own or control a company. The Corporate Transparency Act (CTA) created it to combat shell-company abuse. FinCEN uses the data to see through opaque ownership structures used to hide illicit money.
The CTA was enacted January 1, 2021, as Division F of the National Defense Authorization Act (NDAA) for Fiscal Year 2021, per govinfo.gov (Pub. L. 116-283). FinCEN finalized the Reporting Rule on September 29, 2022. Reporting began January 1, 2024. The original version of this post said “2022” for the Act; that date is wrong.
Who Needs to File a BOI Report Now?
Only foreign reporting companies need to file. A foreign reporting company is an entity formed under the law of a foreign country that has registered to do business in any US state or tribal jurisdiction by filing with a secretary of state or similar office. All US-formed entities are exempt, per FinCEN’s interim final rule.
“Registered to do business in the United States” is now the defining in-scope test. If a foreign entity made that state-level registration filing, it is a reporting company. If an entity was formed inside the US, it is exempt no matter who owns it.
What Changed With the March 2025 Interim Final Rule?
FinCEN published an interim final rule on March 26, 2025 that exempted all domestic entities and their beneficial owners and gave existing foreign filers until April 25, 2025. The rule took effect the day it published, per the Federal Register (90 FR 13688). The old “all US entities must file” regime is now history, shown below.
| Date | Event | Source |
|---|---|---|
| January 1, 2021 | CTA enacted as Division F of the NDAA for FY2021 (Pub. L. 116-283) | Congress.gov / govinfo.gov |
| September 29, 2022 | FinCEN finalizes the Reporting Rule (87 FR 59498) | Federal Register final rule |
| January 1, 2024 | BOI E-Filing System goes live; reporting begins | FinCEN final rule (effective date) |
| Late 2024–early 2025 | Federal injunctions (Texas Top Cop Shop, Inc. v. Garland) whipsaw deadlines | FinCEN BOI litigation alerts |
| February–March 21, 2025 | FinCEN announces it will not enforce penalties against US companies or persons | FinCEN news release |
| March 26, 2025 | Interim final rule exempts all domestic entities (90 FR 13688) | Federal Register |
| Mid-2026 | No final rule has superseded the interim rule; a final rule remains pending review | FinCEN IFR Q&A |
As of mid-2026, the interim rule still governs. No final rule has replaced it, per FinCEN’s interim final rule Q&A. The “foreign filers only” standard is current law for the 2026 update.
Who Is a Beneficial Owner?
A beneficial owner is an individual who meets one of FinCEN’s two prongs: (1) exercises substantial control over the company, or (2) owns or controls 25% or more of its ownership interests. Substantial control includes senior officers such as the chief executive officer (CEO), chief financial officer (CFO), chief operating officer (COO), or general counsel (GC), and anyone who can appoint or remove officers or a board majority.
The 25% prong covers equity, voting rights, capital or profit interests, convertible instruments, and options, held directly or indirectly. The 25% and substantial-control thresholds are set in FinCEN’s rule and 31 U.S.C. § 5336.
Correction: the original post listed a third condition, deriving “significant economic advantages from entity assets.” That prong does not exist in FinCEN’s standard. Readers should disregard it. FinCEN has exactly two prongs.
Five categories are excluded from beneficial owner status: minor children, nominees or agents, employees acting solely as employees, individuals whose only interest is a future inheritance, and creditors. FinCEN’s “beneficial owner” maps to the international “ultimate beneficial owner (UBO)” term used by the Financial Action Task Force (FATF) and EU anti-money laundering directives. See our guide on who is a beneficial owner for the full breakdown.
What Are the BOI Report Exemptions?
The blanket domestic exemption now covers every US-formed entity, so most readers never work through the named categories. The rule’s 23 exemption categories still matter for foreign reporting companies. The table below lists representative categories from FinCEN’s Small Entity Compliance Guide.
| Exemption category | Short description | Source |
|---|---|---|
| Large operating company | 20+ full-time US employees, $5M+ gross receipts, physical US office | FinCEN Small Entity Compliance Guide |
| Securities reporting issuer | SEC-registered issuer | FinCEN Small Entity Compliance Guide |
| Bank / credit union | Regulated depository institution | FinCEN Small Entity Compliance Guide |
| Insurance company | State-licensed insurer | FinCEN Small Entity Compliance Guide |
| Pooled investment vehicle | Operated by an exempt entity | FinCEN Small Entity Compliance Guide |
| Tax-exempt entity | 501(c) and similar organizations | FinCEN Small Entity Compliance Guide |
| Subsidiary of exempt entity | Wholly owned by an exempt entity | FinCEN Small Entity Compliance Guide |
| Inactive entity | Meets FinCEN’s inactivity criteria | FinCEN Small Entity Compliance Guide |
Full definitions for all 23 categories are in FinCEN’s Small Entity Compliance Guide.
What Are the Current BOI Report Deadlines?
Foreign reporting companies registered before March 26, 2025 had until April 25, 2025. Those registered on or after March 26, 2025 have 30 calendar days from notice that their registration is effective, per FinCEN’s reporting rule fact sheet. The old domestic deadlines no longer apply.
| Filer type | Deadline | Status | Source |
|---|---|---|---|
| Foreign company registered before March 26, 2025 | April 25, 2025 | Current | FinCEN fact sheet |
| Foreign company registered on/after March 26, 2025 | 30 days from effective registration notice | Current | FinCEN fact sheet |
| US entity existing before 2024 | January 1, 2025 | No longer applicable (exempt) | Original 2022 final rule |
| US entity formed in 2024 | 90 days from formation | No longer applicable (exempt) | Original 2022 final rule |
| US entity formed 2025 or later | 30 days from formation | No longer applicable (exempt) | Original 2022 final rule |
What Information Does a BOI Report Require?
A report covers three things: the reporting company, each beneficial owner, and up to two company applicants for companies registered on or after January 1, 2024. The unified table below lists every required field, sourced to FinCEN’s Small Entity Compliance Guide.
| Subject | Required field | Source |
|---|---|---|
| Company | Full legal name | FinCEN Small Entity Compliance Guide |
| Company | Trade or “doing business as” (DBA) names | FinCEN Small Entity Compliance Guide |
| Company | Principal US address | FinCEN Small Entity Compliance Guide |
| Company | Jurisdiction of formation and of first US registration | FinCEN Small Entity Compliance Guide |
| Company | Taxpayer identification number (TIN), or foreign equivalent | FinCEN Small Entity Compliance Guide |
| Beneficial owner | Full legal name | FinCEN Small Entity Compliance Guide |
| Beneficial owner | Date of birth | FinCEN Small Entity Compliance Guide |
| Beneficial owner | Residential address | FinCEN Small Entity Compliance Guide |
| Beneficial owner | Unique ID number from a passport, driver’s license, or state/federal ID | FinCEN Small Entity Compliance Guide |
| Beneficial owner | ID document image: a scanned image of the identifying document (mandatory) | FinCEN Small Entity Compliance Guide |
| Company applicant (registered on/after Jan 1, 2024) | Same personal fields as a beneficial owner, up to two applicants | FinCEN Small Entity Compliance Guide |
The ID document image is mandatory. The original version of this post omitted it, and that was a gap worth correcting.
How Do You File a BOI Report With FinCEN?
Foreign reporting companies file free through FinCEN’s BOI E-Filing System, by online form or fillable PDF upload. There is no fax or mail option and no filing fee. The portal has accepted reports since January 1, 2024.
- Gather company details, including jurisdiction of formation and first US registration.
- Collect each beneficial owner’s four data points and a scanned image of their ID.
- Choose PDF or online submission in the E-Filing System.
- Submit the report.
- Save the confirmation for your records.
Filers can list a FinCEN identifier in place of repeating an individual’s personal details, covered next.
What Is a FinCEN Identifier and Do You Need One?
A FinCEN identifier (FinCEN ID) is an optional unique number FinCEN issues to an individual or a reporting company on request. An individual gets one by submitting the same four data points and ID image otherwise reported for a beneficial owner. The company can then list the FinCEN ID instead of the person’s full details.
The FinCEN ID is never mandatory. It streamlines repeat filings and updates. Holders must keep the underlying information current with FinCEN. Both individuals and reporting companies may obtain one on a voluntary basis, per FinCEN’s BOI FAQs.
When Do You Need to Update a BOI Report?
A filer must submit an updated report within 30 calendar days of any change to previously reported information. Corrections of inaccuracies run on a separate 30-day clock from the date the filer becomes aware. This now applies only to foreign reporting companies that still file.
Three change categories trigger an update: ownership or control changes, company information changes such as a new address, and personal information changes such as a beneficial owner’s new address or a renewed ID document. A renewed ID also means a new ID image upload.
What Are the Penalties for Not Filing a BOI Report?
Willful violations carry civil penalties up to $591 per day, the inflation-adjusted amount FinCEN applies to the statutory $500 penalty. Criminal penalties reach up to $10,000 and up to two years’ imprisonment under 31 U.S.C. § 5336. The original post said three years; the statute specifies two.
Senior officers can be held personally liable. Enforcement now applies only to foreign reporting companies. FinCEN announced in February and March 2025 that it will not enforce penalties against US companies or US persons.
Does a Foreign-Owned US LLC Need to File a BOI Report?
No. A US-formed LLC is exempt regardless of who owns it, so a foreign person who owns a US LLC does not trigger BOI reporting. Filing turns on where the entity was formed, not on who owns it. A foreign-formed entity that registered to do business in a US state does file.
Example: a founder in London who owns a Delaware LLC files nothing, because the LLC is a US entity. A UK Ltd company that registers to do business in California is a foreign reporting company and must file. The interim rule also treats US persons who are beneficial owners of foreign reporting companies as exempt from being reported.
How Commenda Helps With BOI Reporting and Entity Compliance
The state of play is simple and moving: US entities are exempt, foreign reporting companies still file, and the rules have already reversed once. Certainty comes from tracking obligations rather than guessing at each new rule.
Commenda’s entity management platform tracks filing obligations, deadlines, and ownership records across every jurisdiction, so your compliance status stays certain even when the rules change. Our entity, ownership, and schedule tracking keeps beneficial ownership data current for filings, banks, and financing. Use the compliance calendar to see deadlines by country and entity, and our incorporation services if you are forming US entities. For the underlying concept, read who is a beneficial owner.
Book a demo to get a free review of your entities’ filing obligations, so you know exactly what you owe and what you do not.
