FinCEN operates the Beneficial Ownership Information (BOI) reporting system under the Corporate Transparency Act. This rule is designed to curb anonymous ownership and the misuse of shell companies.
If your business falls under the reporting requirements, FinCEN expects accurate BOI details and timely updates. This guide explains what has changed, who must file now, and how businesses can stay compliant.
FinCEN is the Financial Crimes Enforcement Network under the U.S. Treasury. It manages BOI reporting under the Corporate Transparency Act to reduce illegal use of companies for money laundering, fraud, and hidden ownership.
According to FinCEN, the rule makes it harder for bad actors to use shell companies to hide identities and assets. BOI means Beneficial Ownership Information. It identifies the real individuals who own or control a company. FinCEN collects this data through a secure system and limits access to authorized users only.
FinCEN published an interim final rule on March 26, 2025. As per FinCEN’s BOI reporting page and news release, this interim rule removes BOI reporting requirements for U.S. companies and U.S. persons, and narrows reporting to foreign-formed entities registered to do business in the U.S.
So, when people say “BOI filing is mandatory for all U.S. LLCs,” that statement is not accurate under the interim rule. You should check the current definition in the regulation before filing. ecfr
According to the current rule text (31 CFR 1010.380), a reporting company generally means a foreign entity that registers to do business in a U.S. state or tribal jurisdiction, unless it qualifies for an exemption.
|
Entity type |
BOI filing status (current interim rule) |
|
U.S.-formed companies |
Not required right now |
|
Foreign-formed companies registered in the U.S. |
Required unless exempt |
FinCEN’s BOI rule requires reporting company details plus details of beneficial owners (and for certain cases, company applicants). The regulation lists key fields like company name, address, jurisdiction, and ITIN.
For individuals, it includes name, date of birth, address, an ID number, and an image of the ID document. FinCEN also allows a FinCEN identifier in place of repeated personal details in reports. This option helps people who appear across multiple entities.
FinCEN accepts BOI reports only through its BOI e-filing system. FinCEN states there is no filing fee for BOI submission.
Process steps you can follow:
FinCEN’s Small Entity Compliance Guide states these deadlines for foreign reporting companies under the interim rule.
|
Foreign reporting company timing |
Initial BOI report deadline |
|
Registered before March 26, 2025 |
By April 25, 2025 |
|
Registered on/after March 26, 2025 |
Within 30 calendar days of effective registration |
Also, FinCEN requires updates within 30 calendar days after changes to reported information.
FinCEN explains that willful non-compliance can trigger civil and criminal penalties under the Corporate Transparency Act.
FinCEN’s guidance discusses daily civil penalties (inflation-adjusted amounts may apply) and potential criminal penalties for willful violations.
Penalty snapshot table
|
Type |
What it can mean |
|
Civil penalty |
Per-day penalties for willful failure to file or update |
|
Criminal penalty |
Possible fines and imprisonment for willful false reporting or evasion |
Practical note: most risk comes from ignoring filing duties or filing incorrect data and not correcting it after you discover the issue.
FinCEN BOI reporting under the Corporate Transparency Act focuses on ownership transparency. After the March 26, 2025 interim rule, most U.S.-formed companies do not file, but foreign reporting companies may still need to file BOI.
If you fall in scope, treat the FinCEN filing like a compliance deadline, not a one-time form. Ebizfiling can help you file correctly and stay ready for updates.
FinCEN BOI reporting means informing the U.S. government about the real individuals who own or control a reporting company. This requirement helps law enforcement and regulators identify the people behind business entities and prevent misuse.
No. Under the March 26, 2025 interim rule, FinCEN has removed BOI reporting requirements for U.S. companies and U.S. persons for the time being.
Foreign-formed entities that are registered to do business in the United States may still be required to file BOI reports, unless they qualify for a specific exemption.
FinCEN requires details of the reporting company and its beneficial owners, including identification numbers and an image of the identification document.
Yes. If any information previously reported changes, FinCEN requires an updated BOI report to be filed within 30 calendar days.
No. FinCEN has clearly stated that there is no government fee for filing BOI reports.
A FinCEN Identifier is an optional unique number that can be used instead of repeatedly submitting personal details across multiple BOI filings.
If incorrect information is filed and not corrected, or if the error is willful, penalties may apply. FinCEN guidance explains enforcement actions for willful violations.
No. FinCEN treats BOI information as confidential and limits access strictly to authorized users under specific legal conditions.
You should review the exemption criteria under FinCEN’s official guidance and the current rule definitions. If there is any uncertainty, a compliance review is recommended before assuming an exemption.
Annual Report Filing: Due Dates by US State Introduction Annual report filing is a mandatory compliance requirement for most businesses…
Free LLC Operating Agreement Template | Customize & Print Introduction An LLC operating agreement template helps business owners clearly define…
Secure BOI Filing for Corporate Transparency Act Introduction The Corporate Transparency Act has changed how ownership details are reported in…
LLC Operating Agreements and Templates Introduction An operating agreement is one of the most important internal legal documents for an…
Basic Information About Operating Agreements Introduction Let’s understand this clearly. Starting a Limited Liability Company (LLC) is an important milestone,…
Why TRPs should collaborate with ROC & legal experts? It Often Starts With a Filing That Doesn’t Feel Right Most…
Leave a Comment