You need to know whom to list on a Beneficial Ownership Information (BOI) report, and whether you must file at all. The rules changed in 2025. BOI reporting comes from the Corporate Transparency Act (CTA), a 2021 anti-money-laundering law. It is administered by the Financial Crimes Enforcement Network (FinCEN), a bureau of the U.S. Treasury.
> Current status (as of July 2026): Domestic U.S. reporting companies and U.S. persons are exempt from BOI reporting under FinCEN’s interim final rule (IFR) issued March 21, 2025. Only foreign reporting companies still file, and they do not report U.S. persons. Rules in this area move fast, so confirm the latest on FinCEN’s BOI page and read our Corporate Transparency Act BOI update before you act. This guide is educational, not legal advice.
The beneficial owner definition below still matters if you run a foreign reporting company, filed before the rule change, or manage entities in UBO regimes abroad.
Who needs to file a BOI report in 2026?
Only foreign reporting companies must file a BOI report now. These are entities formed under foreign law that register to do business in a U.S. state or tribal jurisdiction. Domestic U.S. companies and U.S. persons are exempt under FinCEN’s interim final rule issued March 21, 2025, per FinCEN’s news release. The table below traces how the requirement collapsed.
| Date | Event | Effect on filers | Source |
|---|---|---|---|
| January 1, 2024 | CTA BOI reporting rule took effect | Most U.S. corporations, LLCs, and foreign registrants had to file | FinCEN BOI page |
| March 1, 2024 | Ruling in National Small Business United v. Yellen (N.D. Ala., No. 5:22-cv-01448) | CTA held unconstitutional as to the plaintiffs; enforcement enjoined against them | FinCEN notice |
| December 3, 2024 | Nationwide injunction in Texas Top Cop Shop v. Garland (E.D. Tex., No. 4:24-cv-00478) | BOI enforcement halted nationwide | CourtListener docket |
| December 23–26, 2024 | Fifth Circuit stayed the injunction, then reinstated it (No. 24-40792) | Filing on hold again after a brief resumption | Fifth Circuit |
| January 23, 2025 | Supreme Court stayed the injunction in McHenry v. Texas Top Cop Shop (No. 24A653) | A separate Smith injunction still kept filing paused | U.S. Supreme Court |
| February 27, 2025 | FinCEN announced no fines or penalties | No enforcement pending a new rule | FinCEN announcement |
| March 21, 2025 | FinCEN interim final rule redefined “reporting company” | Domestic companies and U.S. persons exempted; only foreign reporting companies file | FinCEN news release |
| March 26, 2025 | IFR published at 90 FR 13688 | New deadline set; foreign companies given 30 days | Federal Register |
Who is a beneficial owner for BOI reporting?
A beneficial owner is any individual who, directly or indirectly, either exercises substantial control over the reporting company or owns or controls at least 25% of its ownership interests. That is a two-prong test under 31 CFR 1010.380, not three. Either prong alone qualifies. Every reporting company has at least one beneficial owner, and there is no cap.
Ignore any source that lists a third prong for “deriving significant economic benefits from the entity’s assets.” FinCEN’s definition has only two prongs. Economic-benefit tests appear in some foreign UBO regimes, but they are not part of the CTA rule.
For foreign reporting companies, one carve-out applies: U.S. persons are not reported as beneficial owners, and U.S. persons owe no information to those entities, per FinCEN’s March 2025 news release.
What is the substantial control test?
An individual has substantial control if they meet any one of four indicators: they are a senior officer, they can appoint or remove senior officers or a majority of the board, they are an important decision-maker, or they hold any other form of substantial control. FinCEN’s Small Entity Compliance Guide lists these four indicators.
Who counts as a senior officer?
A senior officer is defined by function, not title, under 31 CFR 1010.380. It covers the president, chief executive officer (CEO), chief financial officer (CFO), chief operating officer (COO), general counsel, or any other officer who performs a similar function regardless of official title. A person titled “manager” who actually does CFO work qualifies.
What counts as an important decision?
Important decisions are the strategic, financial, and structural choices that steer the company, per FinCEN’s Small Entity Compliance Guide. They include:
- The nature and scope of the business, and the sale, lease, or transfer of principal assets.
- Reorganization, dissolution, or merger.
- Major expenditures or investments, equity issuance, significant debt, and budget approval.
- Selecting or ending business lines, ventures, or geographic focus.
- Compensation for senior officers.
- Entering or terminating significant contracts.
- Amending governance documents or significant policies.
Can substantial control be indirect?
Yes. Substantial control can be exercised indirectly, per 31 CFR 1010.380. It can run through board membership, majority voting power, rights tied to financing arrangements, control over intermediary entities, nominee arrangements, or other contracts and relationships. The path does not matter. If the influence reaches the reporting company, it counts as substantial control.
What is an ownership interest?
An ownership interest is any instrument or mechanism used to establish ownership in the reporting company, per FinCEN’s Small Entity Compliance Guide. It includes equity, stock, and voting rights; capital or profit interests; convertible instruments, options, warrants, and futures; and any other contract or arrangement used to establish ownership. The 25% threshold is measured against these interests.
How do you calculate the 25% ownership threshold?
You calculate the 25% threshold differently by entity type, then take the ownership prong if any individual reaches 25%, per FinCEN’s Small Entity Compliance Guide. Corporations use total voting power or total equity value. LLCs use capital or profit interests. Options and convertibles are treated as already exercised. The rules below govern the math.
| Entity type or instrument | How to measure 25% | Source |
|---|---|---|
| Corporations | Greater of the share of total voting power of voting shares or the share of total equity value | FinCEN Small Entity Compliance Guide |
| LLCs and other entities | Share of capital or profit interests | FinCEN Small Entity Compliance Guide |
| Class where percentages cannot be determined | Treat all individuals in the class as owning equal shares | FinCEN Small Entity Compliance Guide |
| Options, warrants, convertibles | Treated as already exercised for that holder | FinCEN Small Entity Compliance Guide |
How does indirect ownership work for BOI reporting?
Ownership counts whether it is held directly or indirectly, and all paths are aggregated, per 31 CFR 1010.380. Indirect ownership can run through joint ownership, a nominee, agent, or custodian, a trust, or intermediary entities. You add up every path a person controls. If the combined interest reaches 25%, that person is a beneficial owner.
When is a trustee, grantor, or beneficiary a beneficial owner?
Trust roles trigger beneficial ownership under specific conditions, per FinCEN’s Small Entity Compliance Guide. A trustee with authority over the trust assets counts. A beneficiary counts if they are the sole permissible recipient of income and principal, or can demand distribution of substantially all assets. A grantor or settlor counts if they can revoke the trust.
How do you identify the beneficial owners of an LLC?
Apply both prongs to the LLC, per FinCEN’s Small Entity Compliance Guide. First list every member and their capital or profit percentage, and flag anyone at 25% or more. If percentages cannot be determined, treat members of a class as equal owners. Then check every manager and officer against the substantial control test.
Work an example. An LLC has four members at 25% each, plus a hired manager who runs day-to-day operations and signs contracts. All four members qualify under the 25% prong. The manager qualifies under the substantial control prong even though they own no equity. A single-member LLC is simpler: the sole member almost always qualifies under both prongs.
Who is not a beneficial owner?
Five categories are excluded from the beneficial owner definition, per FinCEN’s Small Entity Compliance Guide. A person who fits only these categories is not reported. The table lists each exclusion.
| Excluded person | Rule | Source |
|---|---|---|
| Minor children | Report the parent or guardian instead; refile when the child reaches majority | FinCEN Small Entity Compliance Guide |
| Nominees, intermediaries, custodians, agents | Excluded when acting only on another individual’s behalf | FinCEN Small Entity Compliance Guide |
| Employees | Excluded when control or benefit stems solely from employment, and they are not senior officers | FinCEN Small Entity Compliance Guide |
| Future inheritors | Excluded when the only interest is a future one through inheritance | FinCEN Small Entity Compliance Guide |
| Creditors | Excluded unless they also meet the ownership or control test | FinCEN Small Entity Compliance Guide |
What is a company applicant, and how is it different from a beneficial owner?
A company applicant is the individual who directly files the document that creates or registers the entity, plus the individual primarily responsible for directing that filing, capped at two people, per FinCEN’s Small Entity Compliance Guide. Company applicants are often lawyers or formation agents, not owners. They are reported in addition to beneficial owners.
Only entities created or registered on or after January 1, 2024 report company applicants. Under the March 2025 interim final rule, this now applies to in-scope foreign reporting companies. Confirm the current company-applicant requirements on FinCEN’s BOI page before you file.
What are the BOI reporting exemptions?
Domestic companies are now exempt as a class under the interim final rule, and the CTA’s 23 entity exemptions still apply to foreign reporting companies, per FinCEN’s Small Entity Compliance Guide. These exemptions cover regulated financial firms, public companies, and certain large or tax-exempt entities. The main categories are below.
| Exempt category | Note | Source |
|---|---|---|
| Domestic reporting companies | Exempt as a class under the March 21, 2025 IFR | FinCEN news release |
| Publicly traded companies | SEC-reporting issuers | FinCEN Small Entity Compliance Guide |
| Banks, credit unions, depository institution holding companies | Regulated financial institutions | FinCEN Small Entity Compliance Guide |
| Money services businesses, broker-dealers, exchanges, clearing agencies | Registered financial intermediaries | FinCEN Small Entity Compliance Guide |
| Investment companies, advisers, VC fund advisers, pooled investment vehicles | Registered or exempt investment entities | FinCEN Small Entity Compliance Guide |
| Insurance companies and state-licensed insurance producers | Regulated insurers | FinCEN Small Entity Compliance Guide |
| Accounting firms (PCAOB-registered) | Public accounting firms | FinCEN Small Entity Compliance Guide |
| Public utilities and financial market utilities | Regulated utilities | FinCEN Small Entity Compliance Guide |
| Tax-exempt entities and political organizations | 501(c) and related organizations | FinCEN Small Entity Compliance Guide |
| Large operating companies | Over 20 full-time U.S. employees, over $5M gross receipts on the prior U.S. tax return, and a physical U.S. office (all three required) | FinCEN Small Entity Compliance Guide |
| Subsidiaries of certain exempt entities | Wholly controlled by exempt parents | FinCEN Small Entity Compliance Guide |
| Inactive entities | Narrow criteria for dormant entities | FinCEN Small Entity Compliance Guide |
The CTA lists 23 exemption categories in total. Read the full list in FinCEN’s Small Entity Compliance Guide before relying on one.
What are the BOI filing deadlines now?
Domestic companies have no filing deadline, and foreign reporting companies file under the interim final rule’s dates, per the interim final rule in the Federal Register. FinCEN also announced no enforcement or penalties during the rule revision. Confirm the current dates on FinCEN’s BOI page before filing.
| Filer type | Deadline | As of | Source |
|---|---|---|---|
| Domestic reporting companies | No filing requirement | July 2026 | FinCEN interim final rule |
| U.S. persons (any entity) | Not reported; no obligation | July 2026 | FinCEN news release |
| Foreign reporting companies registered before March 26, 2025 | April 25, 2025 (30 days from IFR publication) | July 2026 | Federal Register, 90 FR 13688 |
| Foreign reporting companies registering on or after March 26, 2025 | 30 days after U.S. registration takes effect | July 2026 | Federal Register, 90 FR 13688 |
FinCEN’s February 27, 2025 announcement confirmed it would not fine or penalize companies for missed deadlines while the rule was revised.
How Commenda Helps You Stay on Top of Entity Compliance
Rules like BOI change under you mid-year, and someone has to catch every shift. The BOI requirement went from universal to domestic-exempt in roughly 15 months, and each entity you own carries its own filings and deadlines across every jurisdiction it touches. Tracking that by spreadsheet is how obligations get missed.
Commenda’s entity management platform tracks every entity’s filings and deadlines across jurisdictions, so a rule change in one country does not become a missed filing in another. You get certainty of process: country 12 behaves like country 1, with the same standardized workflow and full visibility into what is due and what is done.
If you operate across borders, our evergreen UBO guides help you compare regimes, including Cyprus UBO filing and Indonesia UBO filing. Keep every deadline in one view with the Commenda compliance calendar, and read the fundamentals in our beneficial ownership information report guide.
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