The Corporate Transparency Act's Beneficial Ownership Information (BOI) reporting requirement has changed significantly since it first took effect, and a lot of outdated information is still circulating. As of FinCEN's March 2025 interim final rule, U.S.-created entities and U.S. persons are broadly exempted from the BOI reporting requirement. The obligation now falls specifically on foreign entities registered to do business in the United States.
If your entity is a U.S.-formed LLC or corporation with no foreign reporting-company status, you are very likely currently exempt — but "currently" is doing real work in that sentence. This is an area of law that has already changed direction once through litigation and rulemaking, and it's worth confirming your specific status rather than assuming based on something you read months ago.
For entities that remain subject to the requirement (primarily foreign reporting companies), the filing requires beneficial ownership information — legal name, date of birth, address, and an identifying document number — for each individual who owns 25% or more of the entity or exercises substantial control over it. Filings are made directly with FinCEN, not with any state agency.
Who has to file a BOI report with FinCEN?
- Current status
- Under FinCEN's March 2025 interim final rule, U.S.-created entities are broadly exempt.
- Who must still file
- Foreign entities registered to do business in the United States.
- What a filing contains
- Name, date of birth, address, and an identifying document number for each beneficial owner.
- Threshold
- 25% or more ownership, or the exercise of substantial control.
- Where it is filed
- Directly with FinCEN — not with any state agency.
How do you check whether you need to file?
- Determine whether your entity was created in the U.S. or is a foreign reporting company.
- If exempt, document why and keep that determination on file.
- If not exempt, identify every beneficial owner at 25% or above plus anyone with substantial control.
- File with FinCEN and retain the confirmation.
- Re-check status annually — this rule has already changed direction once.
What the full article covers
- The full exemption criteria checklist
- Deadline tables for entities still subject to filing
- Civil and criminal penalty exposure for wilful non-filing
The full guide includes the exact exemption criteria checklist, deadline tables for entities that remain subject to filing, the specific civil and criminal penalty exposure for willful non-filing, and how Semper Facilis reviews filing status as part of formation.
3 more sections for members