BOI Reports for LLC Owners: What You Need to Know

The federal government passed the Corporate Transparency Act (CTA) in 2021, which originally required most U.S. business owners to file a Beneficial Ownership Information Report (BOI Report) with the Financial Crimes Enforcement Network (FinCEN). However, significant changes in 2025 have dramatically altered who must comply.

Major Update: U.S.-Formed Companies Are Now Exempt

As of March 2025, FinCEN has removed the BOI reporting requirement for all U.S.-formed companies. This means that if your LLC, corporation, or other business entity was formed by filing documents with a U.S. state (such as a Secretary of State), you are no longer required to file a BOI report with FinCEN.

This change came through an interim final rule published on March 26, 2025, which revised the definition of “reporting company” to include only entities formed under the law of a foreign country that have registered to do business in the United States.

Key takeaway: The vast majority of U.S. small business owners, including domestic LLC owners, no longer need to worry about BOI reporting.

Who still needs to file a BOI report?

The BOI reporting requirement now applies only to foreign-formed entities that have registered to do business in a U.S. state or tribal jurisdiction. These are companies that:

• Were formed under the law of a foreign country
• Have registered to do business in the U.S. by filing a document with a secretary of state or similar office

If your company falls into this category and does not qualify for an exemption, you must still file a BOI report with FinCEN.

Deadlines for foreign reporting companies:

• Companies registered in the U.S. before March 26, 2025: Must have filed BOI reports by April 25, 2025
• Companies registered in the U.S. on or after March 26, 2025: Must file within 30 calendar days of receiving notice that their registration is effective

Note: Foreign reporting companies are not required to report any U.S. persons as beneficial owners.

What was the original BOI reporting rule?

For context, the original rule (effective January 1, 2024) required most U.S. businesses to disclose information about individuals who owned or controlled at least 25% of the company, or who exercised “substantial control” over it. This applied to both domestic and foreign entities.

The rule was challenged in multiple court cases, leading to several injunctions and reinstatements. Ultimately, FinCEN issued the March 2025 interim final rule exempting all domestic entities.

Why was BOI reporting created?

The BOI rules were designed to combat money laundering, terrorist financing, and other illicit activities. The goal was to give law enforcement officials and regulators access to information about who truly owns and controls businesses, making it harder to hide behind shell companies.

While domestic companies are now exempt, FinCEN continues to pursue these goals through the reporting requirements that remain in place for foreign entities.

Who counts as a beneficial owner?

For foreign entities still required to file, a beneficial owner is any individual who, either directly or indirectly:

• Exercises “substantial control” over the reporting company, OR
• Owns or controls at least 25% of the ownership interests of the company

Substantial control includes:

• Senior officers (CEO, CFO, etc.)
• Individuals with authority to appoint or remove senior officers or board members
• Individuals who direct or have substantial influence over important company decisions

For more details, reference FinCEN’s Small Entity Compliance Guide.

Who is exempt?

In addition to all U.S.-formed companies (which are now fully exempt), there are 23 categories of exemptions for foreign entities. Common exemptions include:

• Companies with more than 20 full-time U.S. employees, over $5,000,000 in U.S. receipts, and a physical U.S. office
• Publicly traded companies
• Tax-exempt organizations under IRC 501(c)
• Certain regulated entities like banks, credit unions, insurance companies, and broker-dealers
• Investment companies and pooled investment vehicles
• Subsidiaries of already exempt entities

A full list of exemptions is available on the FinCEN website.

How to file a BOI report (for foreign entities)

Foreign entities required to file can do so through the FinCEN BOI e-filing platform. The process includes:

1. Go to the FinCEN BOI e-filing platform
2. Select the type of filing: “Initial,” “Correct Prior Report,” or “Update Prior Report”
3. Enter the filing date
4. Optionally request a FinCEN Identifier for easier future filings
5. Provide company information, including EIN and contact details
6. Provide beneficial owner information and upload government-issued ID
7. Submit the documents electronically

What information is required?

Company information

• Full legal name, including any trade name or “doing business as” name
• Complete current street address (not a P.O. box)
• Jurisdiction of formation
• Taxpayer Identification Number (EIN, SSN, or ITIN)

Beneficial owner information

• Full legal name, including any former names or aliases
• Date of birth
• Complete current address (not a P.O. box)
• Identifying number from a government-issued ID (U.S. passport, state-issued ID, driver’s license, or foreign passport)
• An image of the identifying document

Stay informed

The legal and regulatory landscape around BOI reporting continues to evolve. FinCEN intends to issue a final rule that may further refine these requirements. For the latest updates, visit:

• FinCEN BOI page
• FinCEN BOI FAQs
• FinCEN BOI Newsroom