What changed in March 2025?
The Corporate Transparency Act (CTA), effective January 1, 2024, originally required most U.S. legal entities to file BOI reports with the Financial Crimes Enforcement Network (FinCEN). After extensive legal challenges and Congressional pressure, FinCEN issued an interim final rule on March 21, 2025 (effective March 26, 2025) that fundamentally changed the rule: it removed "domestic reporting companies" from the definition of entities required to file.
A domestic reporting company is any entity formed under the laws of a U.S. state — including LLCs, corporations, limited partnerships, and similar entities created by filing with a Secretary of State. Under the revised rule, these entities are no longer required to file BOI reports with FinCEN. The change applies immediately and retroactively — if you filed a BOI report when the original rule was in effect, you are not required to update or maintain it.
Who is still required to file?
The BOI requirement now applies only to "foreign reporting companies" — entities that were formed under the laws of a foreign country and that have registered to do business in the United States. If your LLC was formed in a U.S. state (Wyoming, Delaware, Florida, Texas, or any other state), it is a domestic entity and is exempt.
- Foreign companies (formed under foreign law) registered to do business in any U.S. state — MUST FILE
- U.S. LLCs formed under any state's LLC Act — EXEMPT (no filing required)
- U.S. corporations formed under any state's corporation law — EXEMPT
- U.S. limited partnerships formed under any state law — EXEMPT
- Entities that previously filed BOI reports — no update required; existing filings remain on record
Background: the original Corporate Transparency Act (2024)
The CTA was enacted in 2021 and took effect January 1, 2024. It originally required most U.S. entities to disclose their beneficial owners to FinCEN — the goal being to combat money laundering and shell company abuse. The original rule imposed a January 1, 2025 deadline for existing LLCs and a 30–90 day deadline for newly formed ones.
Multiple federal courts issued injunctions blocking enforcement in 2024. In early 2025, following the injunctions, Congressional pressure, and a broader deregulatory direction, FinCEN first extended deadlines, then issued the March 2025 interim final rule exempting domestic entities entirely. The rule is formally titled "Beneficial Ownership Information Reporting Requirements for Domestic Reporting Companies" (RIN 1506-AB72).
What is BOI? (for context)
Beneficial Ownership Information identifies the real human beings who ultimately own or control a company. A "beneficial owner" under the CTA is anyone who owns 25% or more of the entity OR exercises substantial control over it — regardless of ownership percentage. The disclosure is NOT public: only law enforcement, banks during onboarding, and certain regulators can access the FinCEN database.
If you already filed a BOI report
If your U.S.-formed LLC filed a BOI report under the original 2024 rule, no action is required. FinCEN has stated that existing filings remain on record and are accessible to law enforcement but you are not required to update or maintain them. There is no penalty for having previously filed.
How to file (for foreign reporting companies still required to file)
- Go to https://boiefiling.fincen.gov/ — the only official FinCEN portal
- Select "File Online BOIR" (the e-filing option)
- Choose "Initial Report" for a new filing
- Enter the reporting company information: legal name, EIN or foreign tax ID, U.S. business address
- Add each beneficial owner: name, date of birth, residential address, non-expired government ID number and image
- Add company applicant(s): the individual(s) who directed or filed the U.S. registration
- Review and submit — save the BSA ID confirmation number you receive
Penalties (for foreign reporting companies that fail to file)
- Civil penalty: up to $591 per day the violation continues (adjusted for inflation from original $500)
- Criminal penalty: fine up to $10,000 and/or imprisonment up to 2 years
- Both the entity and the individual can be held liable
- Penalties apply for: failing to file, filing late, filing false information, or failing to update within 30 days of a change
Don’t want to file yourself? Northwest Registered Agent files your LLC for $39 + state fee and acts as your registered agent the first year free.
Frequently asked questions
Do U.S. LLCs still need to file BOI with FinCEN in 2026?
No. As of March 26, 2025, U.S.-formed LLCs (domestic reporting companies) are exempt from the BOI filing requirement. FinCEN issued an interim final rule removing domestic entities from the definition of reporting companies. If your LLC was formed under any U.S. state's laws, you are not required to file a BOI report.
What if I already filed a BOI report for my U.S. LLC?
No action is required. If you filed under the original 2024 rule, your filing remains on record with FinCEN and accessible to authorized law enforcement. You are not required to update it, withdraw it, or maintain it going forward. There is no penalty for having previously filed.
Which entities are still required to file BOI reports?
Only "foreign reporting companies" — entities formed under the laws of a foreign country that have registered to do business in the United States. Examples: a UK limited company, Canadian corporation, Cayman Islands LLC, or any other foreign-law entity that registered with a U.S. Secretary of State. If your entity was formed in any U.S. state, it is domestic and exempt.
What was the original BOI requirement?
The Corporate Transparency Act (effective January 1, 2024) originally required most U.S. LLCs, corporations, and similar entities to file Beneficial Ownership Information with FinCEN, disclosing all humans who own 25%+ or exercise substantial control. The rule applied to new and existing entities with different deadlines. FinCEN's March 2025 interim final rule removed domestic entities from this requirement.
Is the BOI database public?
No. The FinCEN BOI database is not public. Access is restricted to authorized law enforcement and federal agencies, state and local law enforcement (with court authorization), foreign law enforcement through official channels, federal regulators, and banks during customer onboarding with the entity's consent. Filing does not result in your information appearing on public business registries.
What is a "foreign reporting company" for BOI purposes?
A foreign reporting company is any entity formed under the laws of a foreign country that has registered to do business in a U.S. state. This includes foreign corporations, foreign LLCs, foreign limited partnerships, and similar entities that obtained a "certificate of authority" or equivalent from a U.S. Secretary of State. The 30-day filing deadline runs from the date of U.S. registration, not formation.
Where do I file a BOI report if my entity is still required to file?
File at boiefiling.fincen.gov — the only official FinCEN portal. The filing is free and takes about 20 minutes for a straightforward structure. You will need the entity's legal name, EIN or foreign tax ID, U.S. business address, and identifying information for each beneficial owner (name, date of birth, residential address, and a non-expired government ID).
Can FinCEN reinstate the domestic reporting requirement?
Potentially. The March 2025 rule was an interim final rule and is subject to the standard regulatory process. FinCEN has accepted public comments. If the rule is finalized with the domestic exemption intact, U.S. LLCs remain permanently exempt. If future regulatory or legislative action reinstates the requirement, new deadlines would be published with advance notice. Check FinCEN's official website at fincen.gov for current guidance.