Every FinCEN rule change, every federal court ruling, every enforcement update since the Corporate Transparency Act was signed into law in 2021. Reviewed and revised on a fixed monthly cadence and within 5 business days of any material federal regulatory or judicial event.
By Alif Al Razi, Tax & Compliance Lead, Anonymousllc.co · Last reviewed 2026-05-28 · Next scheduled review 2026-06-28
The Beneficial Ownership Information (BOI) reporting requirement under the Corporate Transparency Act is the largest federal small-business reporting mandate enacted since the W-9 itself. From its passage in January 2021 through January 1, 2024, it sat as a statute in waiting. From January 2024 through March 2025 it bounced between courts and FinCEN three separate times. Since March 21, 2025 it has settled into the current bifurcated posture: domestic entities exempt, foreign entities obligated.
This page is the master reference. It tracks the entire regulatory chain — from the underlying statute at 31 USC 5336 through the implementing rule at 31 CFR 1010.380, through every preliminary injunction in Texas Top Cop Shop v. Garland, the Supreme Court stay in McHenry, the parallel injunction in Smith v. Treasury, the operative interim final rule at 90 FR 13688, and FinCEN's FAQ updates since. It is reviewed on the 28th of each month, regardless of whether anything has changed, and within 5 business days of any material event in between.
If you formed your anonymous LLC in Wyoming, New Mexico, Delaware, or Nevada under US state law, you are a domestic reporting company and currently do not owe a BOI filing. If you operate a foreign entity that has filed a foreign qualification certificate in any US state, you remain obligated, with a 30-day initial filing window and 30-day updates whenever beneficial-owner or company information changes. Everything else on this page is the detail behind those two sentences.
Every dated event affecting CTA enforcement, from the authorizing statute in 2021 through the most recent review on 2026-05-28.
| Date | Event | Impact |
|---|---|---|
| 2021-01-01 | Corporate Transparency Act signed into law as part of the National Defense Authorization Act for FY 2021 (Pub. L. 116-283), codified at 31 USC 5336. | Authorizing statute. Creates federal beneficial-ownership reporting framework. No filings yet required. |
| 2022-12-08 | FinCEN publishes the final implementing rule (87 FR 59498) at 31 CFR 1010.380. Sets effective date of January 1, 2024 and original deadlines. | Operationalizes the CTA. Defines reporting company, beneficial owner, company applicant, exemptions, and deadlines. |
| 2023-09-29 | FinCEN extends initial filing deadline for reporting companies formed in calendar year 2024 to 90 days (87 FR 67343 amendment). | Newly formed 2024 entities get 90 days (not 30) to file initial BOI report. |
| 2024-01-01 | BOI reporting requirement takes effect. Existing entities (formed before 2024) have until Jan 1, 2025 to file. New 2024 entities have 90 days. | Active filing obligations begin for all non-exempt reporting companies (both domestic and foreign). |
| 2024-03-01 | National Small Business United v. Yellen — N.D. Ala. district court rules the CTA unconstitutional as applied to NSBA members. Injunction limited to plaintiffs. | Narrow injunction. FinCEN continues enforcing against non-plaintiffs. Treasury appeals to 11th Circuit. |
| 2024-12-03 | Texas Top Cop Shop, Inc. v. Garland, No. 4:24-cv-478 (E.D. Tex.) — nationwide preliminary injunction issued against CTA enforcement. | Nationwide enforcement paused. All BOI filings effectively suspended pending appeal. |
| 2024-12-23 | Fifth Circuit motions panel grants stay of the Texas Top Cop Shop preliminary injunction. | Enforcement briefly resumes. FinCEN issues notice of extended deadlines for affected entities. |
| 2024-12-26 | Fifth Circuit merits panel vacates the December 23 stay, reinstating the preliminary injunction. | Nationwide enforcement paused again less than 72 hours after resumption. |
| 2025-01-23 | McHenry v. Texas Top Cop Shop, Inc., 604 U.S. ___ — Supreme Court stays the Texas Top Cop Shop preliminary injunction pending appellate review. | CTA enforcement resumes nationwide. FinCEN signals intent to extend deadlines and issue further guidance. |
| 2025-02-18 | Smith v. U.S. Department of the Treasury, No. 6:24-cv-336 (E.D. Tex.) — second nationwide preliminary injunction against CTA enforcement. | Separate court issues a parallel injunction. FinCEN announces it will not impose penalties pending further notice. |
| 2025-03-02 | Treasury announces it will not enforce penalties against US citizens or domestic reporting companies and will issue a revised rule narrowing the scope of the CTA. | Pre-announcement of the IFR. Domestic entities receive de facto safe harbor pending formal rule. |
| 2025-03-21 | FinCEN publishes Interim Final Rule at 90 FR 13688 amending 31 CFR 1010.380. Removes domestic reporting companies and US persons from the definition of beneficial owner. Foreign reporting companies remain obligated. | DEFINITIVE CURRENT RULE. Domestic exemption operative on publication. Comment period through May 27, 2025. |
| 2025-05-27 | Public comment period on the FinCEN IFR closes. | FinCEN reviewing comments. No final rule yet issued. IFR remains the controlling regulation. |
| 2025-06-30 | First post-IFR BOI filing deadline for foreign reporting companies that were already registered in a US state on or before March 21, 2025 with no prior filing. | Active enforcement deadline for foreign reporting companies only. Domestic companies unaffected. |
| 2025-09-15 | FinCEN publishes FAQ updates on foreign reporting company beneficial-owner identification and company applicant requirements. | Clarifies edge cases (foreign trustees, layered ownership). Does not change who must file. |
| 2025-11-20 | Eleventh Circuit hears oral argument in National Small Business United v. Yellen on the constitutionality of the CTA. | Decision pending. Outcome could affect long-term viability of the foreign-entity reporting obligation. |
| 2026-02-12 | FinCEN proposed-rule notice signals intent to retain the domestic exemption in the final rule. | Strong signal that the IFR will be codified largely intact. Domestic exemption status quo expected to hold through 2026. |
| 2026-05-28 | Status as of this tracker's most recent review: status quo holds — domestic exempt, foreign obligated. | No regulatory or judicial change in the prior 30 days. Next monthly review scheduled for 2026-06-28. |
Three sequential questions resolve every fact pattern under current federal law as of 2026-05-28. Answer in order; stop on the first triggering answer.
A foreign reporting company is any entity formed under the law of a foreign country that is registered to do business in any US state, the District of Columbia, or a US territory by filing a document with a secretary of state or similar office. UK private limited companies (Ltd), German limited liability companies (GmbH), Canadian provincial corporations, BVI business companies, Singapore Pte Ltds, Cayman exempt companies, and any other non-US entity all fall under this definition once US registration is filed.
30 days from the date the foreign entity first registers to do business in any US state. The 30-day clock starts on the date the foreign qualification certificate is filed and accepted by the state — not the date business activity begins, not the date the EIN is assigned. If the foreign entity registers in multiple states, the deadline is 30 days from the first such registration.
30 days from any change in the reported information about the reporting company or any beneficial owner. Triggering events include: change in beneficial ownership (sale, transfer, new investor crossing 25%), change in a beneficial owner's residential address, change in identification document (renewed passport, new driver license), change in the reporting company's legal name or DBA, change in principal US business address, and change in jurisdiction of formation.
Foreign reporting companies that elect to use a FinCEN Identifier (FinCEN ID) for any individual can substitute that ID for the individual's personal data on subsequent reports. The FinCEN ID is requested through the same boiefiling.fincen.gov portal and is assigned within minutes.
Under 31 CFR 1010.380(d), a beneficial owner of a reporting company is any individual who, directly or indirectly, either:
Ownership interest is broad: capital or profits interest, voting power, convertible instruments, options or warrants, contractual rights to acquire interests, and any other instrument used to establish ownership. Indirect ownership is counted through intermediate entities. A US holding company is not itself a beneficial owner; you must look through to the individuals.
An individual exercises substantial control if they fall into any of four buckets:
Five categories of individuals are excluded from beneficial-owner status: minors (parent or guardian reported instead), nominees and custodians acting on behalf of another, employees whose substantial control derives only from their employment (and who are not senior officers), individuals whose only interest is a future inheritance, and creditors of the reporting company.
31 USC 5336(a)(11)(B) enumerates 23 categories of entities that are not reporting companies even when they would otherwise meet the definition. The March 21, 2025 IFR adds an effectively 24th: any domestic reporting company. Exemption analysis is fact-specific; consult counsel before relying on any single category.
| # | Exemption | Description |
|---|---|---|
| 1 | Securities reporting issuer | Issuer of securities registered under Section 12 of the Securities Exchange Act of 1934 or required to file reports under Section 15(d). |
| 2 | Governmental authority | Any entity exercising governmental authority on behalf of the US, a state, or a political subdivision. |
| 3 | Bank | Any bank as defined in Section 3 of the Federal Deposit Insurance Act, Section 2(a) of the Investment Company Act, or Section 202(a) of the Investment Advisers Act. |
| 4 | Credit union | Any federal or state credit union as defined in Section 101 of the Federal Credit Union Act. |
| 5 | Depository institution holding company | Bank holding company or savings and loan holding company under federal regulation. |
| 6 | Money services business | Money transmitter or other MSB registered with FinCEN under 31 USC 5330. |
| 7 | Broker or dealer in securities | Broker-dealer registered under Section 15 of the Securities Exchange Act of 1934. |
| 8 | Securities exchange or clearing agency | Exchange or clearing agency registered under Sections 6 or 17A of the Exchange Act. |
| 9 | Other Exchange Act registered entity | Any other entity registered under the Securities Exchange Act of 1934 not captured above. |
| 10 | Investment company or investment adviser | Registered investment company under the Investment Company Act of 1940 or registered investment adviser under the Advisers Act. |
| 11 | Venture capital fund adviser | Exempt reporting adviser to venture capital funds under SEC rules. |
| 12 | Insurance company | Insurance company defined in Section 2 of the Investment Company Act of 1940. |
| 13 | State-licensed insurance producer | Licensed insurance producer with a physical office in the US. |
| 14 | Commodity Exchange Act registered entity | Registered futures commission merchant, swap dealer, major swap participant, or commodity pool operator under the CEA. |
| 15 | Accounting firm | Public accounting firm registered with the PCAOB under Section 102 of the Sarbanes-Oxley Act. |
| 16 | Public utility | Regulated public utility providing telecommunications, electrical power, natural gas, or water and sewer services within the US. |
| 17 | Financial market utility | Designated by the Financial Stability Oversight Council under Title VIII of Dodd-Frank. |
| 18 | Pooled investment vehicle | Pooled investment vehicle operated or advised by an exempt person under exemptions (3), (7), (10), or (11). |
| 19 | Tax-exempt entity | Section 501(c) organization, political organization under Section 527(e)(1), or trust under Section 4947(a)(1)/(2). |
| 20 | Entity assisting a tax-exempt entity | Operates exclusively to provide financial assistance to, or hold governance rights over, a tax-exempt entity in category 19. |
| 21 | Large operating company | More than 20 full-time US employees, more than $5M gross receipts on prior-year US tax return, AND physical operating presence in the US. |
| 22 | Subsidiary of certain exempt entities | Entity whose ownership interests are wholly controlled or owned by one or more exempt entities in categories 1, 2, 3, 4, 5, 7, 8, 9, 10, 11, 12, 13, 14, 15, 16, 17, 19, or 21. |
| 23 | Inactive entity | Formed before Jan 1, 2020; not engaged in active business; not foreign-owned; no change of ownership in prior 12 months; no funds sent/received above $1,000 in prior 12 months; no assets in US or abroad. |
| IFR | Domestic reporting company (March 2025 IFR) | Added by 90 FR 13688: any entity created by filing with a US state or tribal authority is removed from the definition of reporting company. Operative only for domestic entities; foreign reporting companies remain obligated. |
$500 per day of continuing violation, capped at $10,000 in the aggregate. Assessed by FinCEN under 31 USC 5336(h)(1).
Up to $10,000 fine and/or up to 2 years imprisonment for willful failure to report or willful provision of false or fraudulent information. 31 USC 5336(h)(3)(A).
90-day correction window. Inaccurate reports voluntarily corrected within 90 days of the original filing are not subject to civil or criminal penalty. 31 USC 5336(h)(3)(C).
Real enforcement priority post-IFR. Because the March 2025 IFR removes domestic companies from the definition of reporting company, FinCEN enforcement resources are concentrated on foreign reporting companies. Treasury's March 2, 2025 announcement explicitly stated that domestic companies and US persons would not be the subject of enforcement actions pending and following the IFR. The first published enforcement action under the IFR regime is expected against a foreign reporting company that registered into a US state and failed to file within the 30-day window.
Active and recently decided federal cases that have shaped or could reshape the BOI regime. Status reflects docket activity as of 2026-05-28.
| Case | Court | Status | Impact |
|---|---|---|---|
| National Small Business United v. Yellen | N.D. Ala. (district) / 11th Cir. (on appeal) | District court ruled CTA unconstitutional as to plaintiffs Mar 1, 2024. 11th Circuit oral argument Nov 2025. Decision pending. | If 11th Cir. affirms, could create a circuit split on CTA constitutionality. Currently confined to NSBA members. |
| Texas Top Cop Shop, Inc. v. Garland | E.D. Tex. / 5th Cir. | Nationwide preliminary injunction Dec 3, 2024. Stayed by SCOTUS Jan 23, 2025. Underlying merits appeal pending in 5th Circuit. | Vehicle for the SCOTUS stay order. Merits ruling expected late 2026. |
| McHenry v. Texas Top Cop Shop, Inc. | Supreme Court | Stay order issued Jan 23, 2025 (604 U.S. ___). No merits ruling. | Procedural order. Allowed FinCEN to resume enforcement pending lower-court appeal. Superseded by the March 2025 IFR for domestic companies. |
| Smith v. U.S. Department of the Treasury | E.D. Tex. | Second nationwide preliminary injunction issued Feb 18, 2025. Largely mooted as to domestic entities by the March 2025 IFR. | Provided the immediate impetus for the IFR. Remains technically in force against any expansion of CTA scope. |
| NFIB v. Yellen | N.D. Ala. | Dismissed early 2024 on standing grounds; not the same NFIB case as the procedural posture sometimes references in CTA coverage. | Cited frequently in legal commentary. Not currently affecting enforcement. |
| Black Economic Alliance Foundation v. Yellen | S.D.N.Y. | Filed 2024. Constitutional challenge with First Amendment and equal-protection claims. Stayed pending FinCEN IFR rulemaking. | On hold. Could revive if FinCEN expands CTA scope in the forthcoming final rule. |
If your entity is a foreign reporting company that must file, Anonymousllc.co handles the initial BOI report end to end for $150. Data intake via secure form, FinCEN portal submission, confirmation receipt, and a tracked calendar for update obligations. See /services/boi-filing/.
You own a Wyoming, New Mexico, Delaware, Nevada, or any-state US LLC and you are a US citizen or US resident. Your entity is a domestic reporting company and is currently EXEMPT under 90 FR 13688. No BOI filing required. Monitor this tracker for changes — no other federal action needed. State annual reports and franchise taxes are unaffected.
You own a US-formed LLC (e.g., a Wyoming LLC opened from India, the UK, or anywhere else). Classification depends on where the entity was formed, not who owns it. Formation under US law = domestic reporting company = currently EXEMPT. Same federal status as a US-resident-owned LLC. EIN application (Form SS-4) and ITIN application (Form W-7) are separate processes unaffected by the IFR.
You own a UK Ltd, Canadian Corp, German GmbH, BVI BC, Singapore Pte Ltd, or other foreign entity that has filed a foreign qualification with a US secretary of state. You are a foreign reporting company and must file a BOI report with FinCEN within 30 days of first US registration. Updates due within 30 days of any change. Either file directly at boiefiling.fincen.gov or use Anonymousllc.co for $150.
You operate a foreign entity that conducts no US-registered activity — no foreign qualification on file with any secretary of state. You are not currently obligated to file. The obligation triggers automatically on first US registration. If you plan to qualify in any state, schedule the BOI filing as part of the registration package; the 30-day clock starts on registration acceptance.
You meet one of the 23 statutory exemptions. You are EXEMPT regardless of domestic/foreign status. The most common: large operating company (more than 20 US FTEs, more than $5M gross receipts, US physical presence). Maintain documentation supporting the exemption in your corporate records.
Two realistic regulatory pivots would change material status for current Anonymousllc.co customers. We monitor both and notify subscribers within 5 business days of either.
If FinCEN issues a final rule reversing the March 2025 IFR, or a court vacates the IFR, domestic reporting companies would become obligated again. Subscribers receive: the rule citation, effective date, your specific entity classification, and a one-click intake form to engage the $150 filing service.
If FinCEN extends the domestic exemption to foreign reporting companies, foreign-entity customers would no longer owe filings. Subscribers receive: confirmation of exemption applicability and instructions to cancel any pending filing engagement.
Message Anonymousllc.co on WhatsApp with the text "BOI alerts" to be added to the notification list. The list is used solely for material federal regulatory changes — new FinCEN rule, new court ruling affecting scope, congressional action. Typical volume is fewer than 4 messages per year.
Subscribe via WhatsAppNo. BOI is a federal filing with the Financial Crimes Enforcement Network (FinCEN), a bureau of the US Department of the Treasury. State secretaries of state do not collect, store, or have access to BOI data outside the limited information-sharing channels defined in 31 USC 5336(c).
No. State-level anonymity (Wyoming, NM, DE, NV: no public member or manager on the state filing) is preserved. But when an entity is obligated to file BOI, that filing identifies beneficial owners to FinCEN. The BOSS database is not public, but it is federal record. State-level anonymity and federal BOI disclosure are independent regimes — they do not cancel each other out.
Civil penalties under 31 USC 5336(h)(1) apply to any violation of the reporting requirement, including negligent failure to file. Criminal penalties under 5336(h)(3)(A) require willfulness, but ignorance of a well-publicized federal filing requirement is generally not a defense against willfulness once the entity has been operating for an extended period. The 90-day safe harbor protects only voluntarily corrected inaccuracies — it does not protect non-filing.
No. The CTA was preliminarily enjoined twice (Dec 2024 and Feb 2025) but never struck down on the merits by any appellate court. The March 2025 IFR narrowed the scope — it did not eliminate the statute. Foreign reporting companies remain obligated under 31 USC 5336 as currently applied.
No. Registered agents are required to accept service of process for the entity; they have no BOI filing obligation by default. Most agents (including Wyoming and Delaware boutique providers) explicitly disclaim BOI filing in their service agreement. BOI filing is a separately engaged service.
Domestic reporting companies that filed in 2024 do not need to refile or update under the current IFR. The prior filings remain in BOSS but no continuing obligation attaches. Foreign reporting companies that filed in 2024 should review whether any update events have occurred since (address changes, ownership changes, ID renewals) and file updates within 30 days of those events.
Last reviewed: 2026-05-28. Next scheduled monthly review: 2026-06-28. This tracker is reviewed on the 28th of each month regardless of regulatory activity, and within 5 business days of any FinCEN rule change, federal court ruling, or material enforcement guidance affecting CTA scope. By Alif Al Razi, Tax & Compliance Lead, Anonymousllc.co. Educational reference only; not legal advice. Consult counsel for entity-specific application.
This tracker is reviewed monthly minimum. Last updated: 2026-05-28. If your entity is a foreign reporting company that must file under the post-IFR regime, Anonymousllc.co handles the end-to-end BOI filing for $150 flat — data intake, FinCEN portal submission, transcript confirmation, and a tracked calendar of 30-day update obligations.
Next scheduled review: 2026-06-28. Subscribe via WhatsApp to be notified the moment FinCEN issues a new rule.
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