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) to FinCEN under the Corporate Transparency Act.
The reporting requirements are only applicable to those entities that are formed under the law of a foreign country and that have registered to do business in any U.S. State or Tribal jurisdiction by the filing of a document with a secretary of state or similar office.
See the FinCEN news release on March 21, 2025 for more information.
History of FinCEN’s actions on the Beneficial Ownership Information Reporting Requirement:
On February 27, 2025, FinCEN announced that it will not impose fines, penalties, or enforcement actions against companies for failing to file or update Beneficial Ownership Information (BOI) reports under the Corporate Transparency Act by the current deadlines. No penalties or enforcement actions will be taken until a forthcoming interim final rule becomes effective and the revised deadlines have passed.
As a result, the requirement to file a BOI report by March 21, 2025, is no longer in effect. FinCEN will issue an interim final rule by that date to extend the BOI reporting deadlines.
FinCEN will issue an interim final rule by March 21, 2025 that will extend the BOI reporting deadlines.
See the FinCEN news release on February 27, 2025 for more information.
Background on BOI Reporting Requirements
The Corporate Transparency Act (CTA) was enacted in 2021, authorizing the Financial Crimes Enforcement Network (FinCEN) to collect ownership information from certain companies (reporting companies) and disclose it to authorized government authorities and financial institutions to aid in combatting financial crimes.
Companies Required to File a BOI Report
The following entities must file a Beneficial Ownership Information (BOI) Report unless they qualify for an exemption:
Corporations
Limited liability companies (LLCs)
Limited partnerships
Any entity created by filing a document with the secretary of state or similar office
Exemptions from BOI ReportingThe following entities are exempt from BOI reporting:
Accounting firms
Tax-exempt entities
Large operating companies (defined as entities that):
Have an operating presence in the U.S.
Employ more than 20 employees in the U.S.
Have more than $5 million in gross receipts or sales
Other exempt entities (see the Small Entity Compliance Guide, page 4 on the FinCEN website)
Sole proprietorships and general partnerships are also not subject to BOI reporting, as they are not officially registered entities.
BOI Reporting Deadlines
Effective January 1, 2024, reporting companies must file a BOI report with FinCEN by the following deadlines:
March 21, 2025 – For companies already in existence as of January 1, 2024
Within 30 days of creation or registration for newly formed companies
For more details, see the Small Entity Compliance Guide, page 37 on the FinCEN website.
How to File a BOI Report
Companies must file their BOI report electronically through the FinCEN filing system on the FinCEN website.
For step-by-step filing instructions, visit the BOI E-Filing Help and Resources page on the FinCEN website.
Penalties for Non-Compliance
Failure to file a BOI report, update it, or knowingly submit false information may result in the following penalties:
$500 per day for each day the violation continues
Maximum fine of $10,000 and/or up to 2 years of imprisonment
Additional Resources
For more information, visit:
Beneficial Ownership Information Reporting – Frequently Asked Questions
An Introduction to Beneficial Ownership Information Reporting
Beneficial Ownership Information Reporting Quick Reference Page
