Who must file a Beneficial Ownership Information report after the March 2025 FinCEN rule, what changed, who still files, the 23 exemptions, who counts as a beneficial owner, the penalties, and how to file - kept current in the live status tracker because this rule keeps moving.
The short answer: Under the FinCEN interim final rule of March 21, 2025 (90 FR 13688), domestic US-formed LLCs are exempt from BOI reporting, including those owned by non-residents. Foreign reporting companies still file within 30 days, at up to $591/day for willful non-filing.
Pick your entity type to jump to the obligation, deadline, and cost.
No, if your LLC was formed in a US state. The FinCEN interim final rule of March 21, 2025 exempts every domestic US-formed LLC from BOI reporting, whoever owns it. Only foreign reporting companies still file.
| Entity | Currently obligated? | Deadline | Penalty exposure |
|---|---|---|---|
| US-formed LLC or corporation | No (exempt under the IFR) | None | None while exempt |
| Foreign entity registered in a US state | Yes | 30 days from registration | Up to $591/day (willful) |
| Foreign entity, no US registration | No (not a reporting company) | None | None |
| Any entity meeting a 23-exemption category | No | None | None |
Source: 31 USC 5336 and FinCEN interim final rule (90 FR 13688), verified July 2026.
The March 21, 2025 interim final rule exempted domestic reporting companies, cutting the obligated population from 32.6 million entities to under 100,000 foreign ones. The CTA statute stays in force; only the regulation exempts domestic entities.
| Date | Action | Effect |
|---|---|---|
| Jan 1, 2021 | CTA enacted (Pub. L. 116-283) | Directs FinCEN to collect beneficial ownership |
| Jan 1, 2024 | BOI rule effective (31 CFR 1010.380) | 32.6M entities obligated |
| Dec 3, 2024 | Texas Top Cop Shop injunction | Nationwide enforcement halted, then stayed |
| Jan 23, 2025 | Supreme Court stays the injunction | Enforcement restored nationally |
| Mar 21, 2025 | FinCEN interim final rule (90 FR 13688) | Domestic entities exempted; foreign still file |
Source: Federal Register 90 FR 13688 and the CTA litigation docket, verified July 2026.
The CTA was enacted over a presidential veto by supermajorities (81-13 Senate, 322-87 House) as Title LXIV of the NDAA FY2021. The interim final rule is a regulatory exemption, not a statutory one - Treasury can revise it after the public comment period, so the exemption is not permanent.
Only foreign reporting companies - entities formed under foreign law that registered to do business in a US state by filing a certificate of authority. The trigger is the US-state registration, not having US customers.
| Foreign reporting company | In scope? | Filing deadline |
|---|---|---|
| UK Ltd. registered in California | Yes | 30 days from registration |
| German GmbH registered in Delaware | Yes | 30 days from registration |
| BVI company registered in Florida | Yes | 30 days from registration |
| Registered before March 26, 2025 | Yes | Was due April 25, 2025 |
| Foreign entity with US customers, no US registration | No | None |
Source: 31 USC 5336(a)(11) and FinCEN IFR (90 FR 13688), verified July 2026.
Foreign reporting companies file the same three-part report through the FinCEN BOI E-Filing portal at boiefiling.fincen.gov: reporting-company details, each beneficial owner, and (for entities registered on or after January 1, 2024) company applicants. Updates and corrections are due within 30 days of any change, with a 90-day good-faith safe harbor for corrections. There is no filing fee and no paper option.
The CTA lists 23 exemptions in 31 USC 5336(a)(11)(B), applying to domestic and foreign reporting companies alike. The one most operating businesses use is the large operating company exemption: 20+ US employees, $5 million in receipts, and a US office.
| Exemption category | Core criterion |
|---|---|
| 1. Securities issuers | Registered under Securities Exchange Act § 12 / 15(d) |
| 2. Governmental authorities | Exercise US, state, or tribal authority |
| 3. Banks | Per FDI Act § 3 |
| 4. Credit unions | Per Federal Credit Union Act |
| 5. Depository institution holding companies | Own or control banks |
| 6. Money services businesses | Registered with FinCEN (31 USC 5330) |
| 7. Broker-dealers | Registered with the SEC |
| 8. Exchanges / clearing agencies | Registered with the SEC |
| 9. Investment companies | Registered under the 1940 Act |
| 10. Investment advisers | Registered with the SEC |
| 11. Venture capital fund advisers | Exempt-reporting under § 203(l) |
| 12. Insurance companies | Per the Investment Company Act |
| 13. State-licensed insurance producers | US office, currently authorized |
| 14. CFTC-registered entities | Under the Commodity Exchange Act |
| 15. Accounting firms | Registered under Sarbanes-Oxley § 102 |
| 16. Public utilities | Regulated telecom, power, gas, water |
| 17. Financial market utilities | Designated by FSOC (Dodd-Frank Title VIII) |
| 18. Pooled investment vehicles | Operated by certain exempt persons |
| 19. Tax-exempt entities | 501(c), certain political / trusts |
| 20. Entities assisting tax-exempt entities | Serve exclusively tax-exempt entities |
| 21. Large operating companies | 20+ US employees + $5M receipts + US office |
| 22. Subsidiaries of exempt entities | Controlled or wholly owned by exempt entities |
| 23. Inactive entities | Pre-2020, dormant, no foreign owner, no assets |
Source: 31 USC 5336(a)(11)(B), verified July 2026.
A beneficial owner is any individual who owns or controls 25% or more of the reporting company, or who exercises substantial control as a senior officer or by directing major decisions (31 USC 5336(a)(3)). Many entities have several.
| Test / status | Who it covers |
|---|---|
| 25% ownership | Direct or indirect owner of 25%+ interests |
| Substantial control | Senior officer; appoints officers; directs major decisions |
| Excluded: minors | Parent or guardian reported instead |
| Excluded: nominees / custodians | Underlying owner reported instead |
| Excluded: employees | Acting only as employees, no senior control |
| Excluded: creditors | Creditors of the reporting company |
Source: 31 USC 5336(a)(3) and 31 CFR 1010.380, verified July 2026.
Each report has three parts, filed through the FinCEN portal:
| Report part | What is reported |
|---|---|
| Reporting company | Legal name, DBAs, US street address, jurisdiction, TIN |
| Each beneficial owner | Name, DOB, residential address, ID number + document image |
| Company applicant (post-2024 entities) | Same fields; business address allowed for professional filers |
Source: 31 CFR 1010.380(b), verified July 2026.
An individual who is a beneficial owner of several entities obtains a FinCEN identifier once and references it across filings instead of re-submitting personal data. Company applicants are reported only for entities created on or after January 1, 2024; pre-2024 entities never report applicants.
Willful non-filing carries civil penalties up to $591 per day (about $215,000 a year) and criminal penalties up to $10,000 and 2 years in prison under 31 USC 5336(h). Senior officers can be personally liable.
| Penalty type | Amount | Trigger | Authority |
|---|---|---|---|
| Civil (per day) | Up to $591/day, uncapped | Willful failure to file/update | 31 USC 5336(h)(1) |
| Civil (one year) | $215,000 | Continuous willful violation | 31 USC 5336(h) |
| Criminal | $10,000 and/or 2 years | Willful false or fraudulent filing | 31 USC 5336(h)(3) |
| Personal liability | Same amounts | Senior officer of a non-filing entity | 31 USC 5336(h) |
| Safe harbor | No penalty | Good-faith correction within 90 days | 31 USC 5336(h)(3)(C) |
Source: 31 USC 5336(h) as inflation-adjusted for 2025, verified July 2026.
File through the FinCEN BOI E-Filing portal at boiefiling.fincen.gov - free, electronic only, 15-30 minutes for a single report. Domestic LLC owners file nothing today but watch the status; foreign reporting companies file within 30 days of US registration.
| Your entity | Action now | If the IFR is rescinded |
|---|---|---|
| US-formed LLC or corporation | File nothing; monitor the tracker | Expect a 30-90 day filing window |
| Foreign entity registered in a US state | File within 30 days (or now, if overdue) | Continue filing updates within 30 days |
| Unsure which you are | Check formation jurisdiction, not ownership | Re-check once the rule changes |
Source: FinCEN BOI E-Filing portal and 31 CFR 1010.380, verified July 2026.
Do not file proactively as an exempt domestic entity - there is no benefit under the current rule, and a filing creates an update obligation for any later data change. If Treasury rescinds the IFR, it publishes notice in the Federal Register, and prior transitions have run 30-90 days. The FinCEN portal rejects filings for oversized ID images (4MB max), non-standard address formats, and wrong date formats; a service handles those.
WhatsApp the team for a 5-minute intake.