After a lot of back-and-forth, court cases, administration changes, and regulatory shifts, FinCEN (the Financial Crimes Enforcement Network) has officially announced that they will not be moving forward with the Beneficial Ownership Information (BOI) reporting requirement in 2025, at least not for most U.S. businesses.
This update will come as a relief to many of our clients who own LLCs, corporations, or other small businesses that were bracing for new federal reporting obligations under the Corporate Transparency Act.
What Is BOI, and Why Did This Matter?
BOI refers to Beneficial Ownership Information—essentially, it identifies the people who ultimately own or control a business. The original intent of the Corporate Transparency Act was to fight money laundering and increase financial transparency. But many business owners were caught off guard by the short timelines, stiff penalties, and technical complexity of the proposed reporting rules.
No More BOI Reporting for U.S. Entities or U.S. Persons
On March 21, 2025, FinCEN issued an interim final rule that removes the BOI filing requirement for entities formed in the United States. Previously, these entities—known as “domestic reporting companies”—were required to report beneficial ownership under the Corporate Transparency Act. FinCEN has revised the definition of “reporting company,” effectively removing the requirement for U.S.-formed businesses to report beneficial ownership.
What this means in plain terms:
- If your company was formed in the U.S., you no longer have to report who owns or controls it to the federal government.
- If you're a U.S. person (even if you own part of a foreign company), you do not need to file BOI reports.
This major shift significantly reduces the compliance burden on small businesses and removes the concern many had about sharing private ownership information on a federal database.
Who Is Still Required to File?
The BOI filing requirement still applies to a narrower group: foreign companies that are registered to do business in the U.S. These are generally companies formed under foreign laws but operating in the United States through a formal registration.
Here’s what they need to know:
- If registered before March 21, 2025, these foreign companies have 30 days from that date to file their initial BOI report with FinCEN.
- If registered on or after March 21, they have 30 days from the date their registration becomes effective to submit their BOI report.
Also worth noting: Foreign companies are not required to report U.S. persons as beneficial owners, and U.S. persons don’t have to do any reporting on their own.
Do I need to file a BOI report in 2025?
Even if you were previously told to file a BOI report in 2024 or early 2025, this change means that obligation no longer applies to most U.S. entities.
What's Next?
This is an interim final rule, which means it’s currently in effect but may still be modified after the public comment period. In the meantime, U.S.-based business owners can breathe a little easier knowing that they are no longer required to submit BOI reports—and no longer face penalties for failing to do so.
Whether you own a business, rental property, or investment accounts, our team can help you build a custom plan to protect what you’ve worked hard for. Give us a call at 919-443-3035 or schedule a case assessment with our office by clicking the button below.
