BOI Reporting
Important Update: U.S. startups are exempt from BOI reporting as of March 21, 2025. Only foreign entities registered in the U.S. must now file.
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Major BOI Reporting Update - March 2025
On March 21, 2025, FinCEN issued an interim final rule dramatically changing BOI reporting requirements. U.S. companies and their beneficial owners are now exempt from reporting.
Who is NOW Exempt?
All entities created in the United States—including LLCs, corporations, and other entities previously known as 'domestic reporting companies'—and their beneficial owners are now exempt from BOI reporting requirements. If your startup is a U.S. entity formed under state law, you do not need to file BOI reports with FinCEN.
Who Must Still Report?
Only foreign entities that have registered to do business in any U.S. state or tribal jurisdiction are now required to report beneficial ownership information. This includes foreign companies that filed documents with a secretary of state or similar office to register to do business in the U.S.
What Changed?
FinCEN revised the definition of 'reporting company' to exclude all U.S.-formed entities. Previously, the Corporate Transparency Act required most U.S. companies formed after January 1, 2024 to file BOI reports within 90 days of formation. This requirement has been eliminated for U.S. entities.
How It Works
Determine If You're a U.S. or Foreign Entity
Identify whether your company is formed under U.S. state law or foreign country law.
- U.S. Entity: Formed in any U.S. state (DE, CA, NY, etc.) → EXEMPT
- U.S. Entity: Formed in U.S. territory (Puerto Rico, etc.) → EXEMPT
- Foreign Entity: Formed under foreign country law → Check if registered in U.S.
- Check your certificate of incorporation or formation documents
If Foreign Entity: Check U.S. Registration Status
Determine if your foreign entity has registered to do business in any U.S. state.
- Registered before March 26, 2025: File by April 25, 2025
- Registered on/after March 26, 2025: File within 30 days of registration notice
- Not registered in U.S.: No BOI filing required
- Check with secretary of state in each state where you do business
If Required: Gather Beneficial Ownership Information
Collect information about individuals who own or control 25%+ of the company or exercise substantial control.
- Full legal name of each beneficial owner
- Date of birth
- Residential address (not business address)
- Identification document (passport, driver's license, state ID)
- Document number and issuing jurisdiction
- Image of identification document
File BOI Report with FinCEN
Submit the Beneficial Ownership Information report through FinCEN's electronic filing system.
- File online at FinCEN BOI E-Filing website
- No filing fee required
- Secure electronic submission with confirmation
- Receive FinCEN Identifier for each beneficial owner (optional)
- Keep confirmation for your records
Update When Information Changes
Foreign entities must file updated reports within 30 days of any changes to beneficial ownership.
- New beneficial owner acquires 25%+ ownership
- Existing beneficial owner's information changes (address, name)
- Change in individuals exercising substantial control
- File updated report within 30 days of change
Key Deadlines
U.S. Entities Exempted
FinCEN interim final rule exempts all U.S.-formed entities from BOI reporting. U.S. startups no longer need to file.
Applies to: All U.S. domestic entities
Foreign Entities Registered Before March 26
Foreign entities that registered to do business in the U.S. before March 26, 2025 must file BOI reports.
Applies to: Foreign entities with pre-March 26 U.S. registration
New Foreign Entity Registrations
Foreign entities registering to do business in the U.S. on or after March 26, 2025 have 30 days from registration notice to file.
Applies to: Foreign entities with post-March 25 U.S. registration
Changes to Beneficial Ownership
Foreign entities must file updated BOI reports within 30 days of any changes to beneficial owner information.
Applies to: Foreign entities that have filed initial BOI reports
Common Mistakes to Avoid
U.S. Entities Filing Unnecessarily
Wasted time and potential disclosure of sensitive ownership information that's not required
If your company is formed in any U.S. state, you are EXEMPT. Do not file BOI reports. This exemption applies as of March 21, 2025.
Confusing 'Doing Business' with 'Registered'
Missing filing deadline by not realizing formal registration triggers BOI requirements
Only foreign entities that have formally registered with a state (filed documents with secretary of state) must report. Merely conducting business without formal registration does not trigger BOI requirements.
Using Business Address Instead of Residential
FinCEN rejection of BOI report and need to refile with correct information
Beneficial owners must provide their current residential address, not a business address, P.O. box, or registered agent address. This is a strict requirement.
Not Identifying All Beneficial Owners
Incomplete filing, potential civil penalties, and need to submit corrected reports
Report anyone who: (1) owns/controls 25% or more of ownership interests, OR (2) exercises substantial control over the company (senior officers, key decision-makers, etc.). Both categories must be reported.
Missing the 30-Day Update Deadline
Penalties for failing to update within required timeframe after ownership changes
Set up internal processes to track ownership changes. When beneficial owners change, addresses change, or control changes, file updated report within 30 days.
How Finvisor Helps
We determine your BOI filing obligations and handle filings for foreign entities operating in the U.S.
Exemption Determination
We review your formation documents to confirm whether you're a U.S. entity (exempt) or foreign entity (may need to file).
Foreign Entity BOI Filing
For foreign entities registered in the U.S., we prepare and file BOI reports with FinCEN, ensuring all beneficial owners are correctly identified.
Ongoing Update Management
We track ownership changes and file updated BOI reports within 30-day deadlines when beneficial owner information changes.
Frequently Asked Questions
Does my U.S. startup need to file BOI reports?
No. As of March 21, 2025, all U.S. entities—including LLCs and corporations formed in any U.S. state—are exempt from BOI reporting requirements. This exemption eliminated the previous requirement for U.S. companies to report beneficial ownership information to FinCEN. If your startup is a Delaware C-corporation, California LLC, or any other U.S.-formed entity, you do not need to file BOI reports.
I filed a BOI report before March 2025. Do I need to do anything?
If you're a U.S. entity that filed before the March 21, 2025 exemption, you do not need to file updates or maintain your filing. The exemption applies retroactively to U.S. entities. You can ignore any previous BOI filing obligations. If you're a foreign entity registered in the U.S., you must continue to maintain your BOI filing and submit updates within 30 days of any changes.
What is a 'foreign entity' for BOI reporting purposes?
A foreign entity is a corporation, LLC, or other business entity formed under the laws of a foreign country that has registered to do business in any U.S. state or tribal jurisdiction by filing documents with a secretary of state or similar office. Simply conducting business in the U.S. without formal registration does not make you a reporting company. Only foreign entities that have completed formal state registration are required to file BOI reports.
What information must be reported about beneficial owners?
For each beneficial owner, you must report: (1) full legal name, (2) date of birth, (3) current residential address (not business address), (4) a unique identifying number from an acceptable identification document (U.S. passport, state driver's license, or state ID card for U.S. persons; foreign passport for non-U.S. persons), and (5) an image of the identification document. Beneficial owners are individuals who own/control 25%+ of the company OR exercise substantial control (senior officers, key decision-makers).
What are the penalties for non-compliance?
For foreign entities required to file, civil penalties can reach $500 per day (up to $10,000 total) for failure to file or filing incorrect information. Willful violations can result in criminal penalties: up to 2 years imprisonment and/or fines up to $10,000. However, these penalties only apply to foreign entities that are required to report. U.S. entities are exempt and face no BOI reporting penalties.
Can I get a FinCEN Identifier to protect privacy?
Yes. Beneficial owners can apply for a FinCEN Identifier—a unique number that can be provided to reporting companies instead of repeatedly submitting personal information. Once you have a FinCEN Identifier, you provide only that number on BOI reports, and FinCEN retrieves your information from its database. This streamlines reporting if you're a beneficial owner of multiple entities and provides additional privacy protection.
Can Finvisor help determine if we need to file BOI reports and prepare filings if required?
Yes. We determine whether your entity is a U.S. entity (exempt) or foreign entity registered in the U.S. (required to file). For foreign entities, we prepare and file BOI reports, gather beneficial owner information securely, submit through FinCEN's e-filing system, and manage ongoing updates when ownership changes. We help apply for FinCEN Identifiers for beneficial owners who want them. For most of our startup clients (U.S. entities), we simply confirm you're exempt and document that determination.
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Learn MoreNeed help with BOI reporting requirements?
Let us determine if you're exempt and handle any required filings for foreign entities.