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BOI, Oh Boy! Get the Latest on Beneficial Ownership Information Reporting Requirements

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Beneficial Ownership Information Report

Important Update: BOI Reporting Requirements Have Changed (Again?!)

If you’ve been following the Corporate Transparency Act (CTA) saga, you know it’s been a wild ride. And now, there’s another twist: as of March 21, 2025, the Financial Crimes Enforcement Network (FinCEN) has issued an interim final rule that removes the requirement for U.S. companies and U.S. persons to report Beneficial Ownership Information (BOI).

Let’s back up for a second…

The CTA originally went into effect in January 2024, requiring most U.S. businesses to report information about their “beneficial owners” – the people who actually own or control the business. The goal? More transparency. Less fraud. All that good stuff.

But enforcement was messy. Lawsuits rolled in. Deadlines got extended. Everyone was confused. And just when we were all gearing up to file… FinCEN hit the brakes and narrowed the scope of who actually has to report.

Here’s the current state of play:

  • U.S.-formed companies? You’re officially off the hook. No more BOI reporting required.

  • U.S. individuals? Also off the hook – even if you own part of a foreign company.

  • Foreign entities registered to do business in the U.S.? You’re still required to file the BOI report – but only if you don’t qualify for an exemption.

BOI Deadlines for Foreign Companies

If your company is formed outside the U.S. and registered to do business here, here’s what you need to know:

  • Registered before March 26, 2025? Your initial BOI report is due by April 25, 2025.

  • Registering on or after March 26? You’ve got 30 calendar days from the effective date of registration to file.

FinCEN is taking public comments on this interim rule through May 27, 2025, and plans to finalize it later this year. But for now? This rule is in effect.

So, What Now?

If your business was formed in the U.S., you can officially cross BOI reporting off your to-do list!

If you’re a foreign entity doing business in the U.S., keep on reading for more information and guidelines on filing.

And if you need help filing your report – that’s what your accountant or CPA is for! (P.S. If you need one, we know a few.)

Foreign reporting companies, small and large, are required to file a new type of report with the U.S. federal government. Called the Beneficial Ownership Information report (or BOI for short), this report discloses the owners of a business.

Here’s what you need to know about this new report:

  • Businesses could face civil penalties of $500 per day if the BOI report is filed late, and criminal penalties of up to $10,000 for willfully failing to file.

  • Business owners need to remain vigilant for any changes due to time constraints. BOI reports must be updated within 30 days of any change. Businesses will be required to file an updated BOI report if any information changes – such as a change of address, or adding or removing owners.

Start reducing your chance of penalties by acting now to understand the requirements and collect the information you’ll need for your business’s beneficial ownership reporting.

TABLE OF CONTENTS

What is BOI?

With the latest interim rule, the BOI report is now required only for foreign companies that are registered to do business in the United States, and it’s purpose is to identify the individuals who own or control those entities.

This report is filed with the FinCEN, which is a division of the U.S. Treasury Department.

Do I need to file a BOI report for my business?

If your business was formed outside the U.S. but is registered to operate here, you may need to file a BOI report – unless you qualify for an exemption.

Here are some foreign entities that may not need to file a report:

  • Sole proprietors doing business under their own name (without a corporation or LLC)
  • General partnerships (that didn’t file with the secretary of state)
  • Larger businesses and non-profit organizations (more on that below)
  • Highly regulated industries (more on that below, too)

Here’s more on the “large operating company” exemption – your business must meet all of the following criteria:

  • Your business has over $5 million in gross revenue, as reported on the previous year’s tax return.

  • Even after subtracting out any foreign-source revenue, your business still has more than $5 million in gross revenue.

  • Your business has over 20 full-time employees who are employed in the U.S.

  • Your business has a physical office in the U.S.

And here’s more on the “non-profit exemption” – your organization must meet one or more of the following criteria:

  • An organization that received IRS approval for tax-exempt status under Internal Revenue Code section 501(c).

  • A political organization that is tax-exempt under section 527(a).

  • An organization is a trust under section 4947(a).

For highly regulated industries, here are the types of businesses that will need to consult guidance from FinCEN to determine their BOI filing requirements:

  • Publicly traded businesses
  • Governmental authorities created by federal, state, or tribal governments
  • Banks and credit unions
  • Money transmitters
  • Securities brokers and dealers
  • Investment companies and advisors
  • Venture capital fund advisers
  • Insurance companies
  • Insurance producers
  • Commodities brokers and dealers
  • Public accounting firms
  • Public utility companies
  • Pooled investment vehicles
  • Inactive businesses

When does my BOI report need to be filed?

Let’s break it into three categories, based on when your business was founded.

1. Business entities that were already formed or incorporated before March 26, 2025:

  • Need to file an initial BOI report by April 25, 2025.
  • Need to file an updated BOI report within 30 days after any change occurs.

3. Business entities that form or incorporate on or after March 26, 2025:

  • Need to file an initial BOI report within 30 days after receiving notice that their business entity was created or registered at the state level.
  • Need to file an updated BOI report within 30 days after any change occurs.

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Which owners need to be disclosed on the BOI report?

On the BOI report, you will need to disclose each foreign beneficial owner of the entity.

Beneficial owners are people who own or control at least 25% of the ownership interests of a business entity. This also includes people who exercise substantial control over a business (even if they don’t own 25% or more of the business).

This means that the following people need to be disclosed on a BOI report:

  • Shareholders of a corporation, if they own 25% or more

  • Partners in a partnership, if they own 25% or more

  • Members in a limited liability company (LLC), if they own 25% or more

  • Key employees who exert substantial control over a business entity, even if they don’t own 25% or more.

Doesn’t the government already have this information?

Not at the federal level.

State governments sometimes ask for a list of the owners of a business, and tax returns sometimes list the owners of a business. But the federal government has not had a centralized database of business owners.

What penalties could I face if my BOI report is not filed by the deadline?

There are two levels of penalties you could face: criminal and civil.

The maximum criminal penalty is $10,000 for willfully failing to file the Beneficial Ownership Information report. You could also face up to two years imprisonment.

Civil penalties start at $500 per day if the initial BOI report is filed after the due date.

What can you do to avoid these penalties? Adopt a risk management mindset! Eliminate the risk of late penalties by taking steps now to ensure that your BOI report is filed in time.

What information needs to be disclosed on my BOI report?

Foreign entities will need to disclose information such as…

For the entity itself:

  • Full name of the entity

  • Employer Identification Number

  • The state or jurisdiction where the entity was incorporated or formed

  • Full street address 

For each foreign beneficial owner:

  • Full legal name

  • Full residential street address

  • Date of birth

  • Picture of government-issued identification (such as a passport or driver’s license)

To clarify, foreign entities registered to do business in the U.S. are still required to file BOI reports – but only need to disclose their foreign beneficial owners, not U.S. beneficial owners.

What kind of change requires an updated BOI report?

Let’s take a deeper dive into the information requirements.

The Beneficial Ownership Information report asks for the name and address of the business entity, and it asks for the name, address and a few other details for each foreign beneficial owner.

If any of this information changes, an updated BOI report needs to be filed with FinCEN, within 30 days of the change occurring.

You should take immediate action to update your business’s BOI report if any of the following changes occur:

  • Your business entity changes its name or address.

  • Your business entity registers a new fictitious business name – also known as Doing Business As (DBA).

  • Any foreign shareholder or partner or member acquires new shares and now meets or exceeds 25% ownership.

  • Any foreign shareholder, partner or member retires.

  • Any foreign shareholder, partner or member dies.

  • Any foreign shareholder, partner or member changes their name (i.e. they got married or divorced, and this resulted in a name change).

  • Any foreign shareholder, partner or member changes their residential address.

  • Any foreign shareholder, partner or member changes their taxpayer identification number.

  • Any foreign shareholder, partner or member obtains a new driver’s license or identification document that includes a different name, or address, or identifying number.

What should I do now to get ready for the BOI filing requirements?

Start gathering the documents and information you need to file your initial Beneficial Ownership Information report.

Here are some of our recommended to-dos:

  1. Review your list of foreign owners and key employees.

  2. Make sure you have the full legal name, residential street address, taxpayer identification number, date of birth, and a picture of a government-issued identification for each foreign owner and key employee.

  3. Review your by-laws or operating agreements, and consult with an attorney. You should ask your attorney if the by-laws or operating agreements need to add language that requires shareholders, partners, and members to provide the business with the required information. This ensures a complete and accurate BOI report filing.

  4. Decide who will prepare and file your BOI report.

How can I remain vigilant about changes to my BOI?

For starters, we recommend creating a monthly process to review your Beneficial Ownership Information report, checking in with your foreign partners, shareholders, and members. That way, you can identify any changes to the reported details.

We also recommend working with a tax professional! Since beneficial ownership reporting is a new requirement for foreign entities, working with an expert can ensure accuracy and timely filing.

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