New Federal Reporting Requirements Jan. 1, 2024 - On Hold
Editor’s Note: As of March 21, 2025, the U.S. Treasury Department’s FinCEN issued an interim final rule exempting domestic entities (think LLCs and corporations) from reporting beneficial ownership information (“BOI”) under the Corporate Transparency Act (the “CTA”).
What does this all mean for business owners?
If you’ve already reported under the CTA, you followed the rules as written at the time and you don't need to update or correct any previously filed BOI report.
If you didn’t report under the CTA and you are a domestic entity, you are exempt from the requirement to file initial BOI reports, or to update or correct previously filed BOI reports.
If you didn’t report under the CTA and you are a foreign entity, you still have to file BOI reports but you don’t need to report about any owners that are United States-based.
New Federal Reporting Requirement for Beneficial Ownership Information (BOI)
Who: Owners of U.S. Domestic and Foreign Reporting Companies, including Limited Liability Companies (LLCs)
Domestic reporting companies are corporations, LLCs, and any other entities created by filing a document with a secretary of state or any similar office in the United States.
Foreign reporting companies are entities (including corporations and LLCs) formed under the law of a foreign country that registered to do business in the United States by filing a document with a secretary of state or any similar office.
23 entity types are exempt from the reporting requirements. Review qualifying criteria in the Small Entity Compliance Guide before concluding your company is exempt.
Now for the dry but important stuff... stick with us, mi gente!
What: A new reporting requirement to submit information about beneficial owners, i.e., individuals who own or control the company.
Where: Reporting companies will have to report information to the Financial Crimes Enforcement Network (FinCEN), a bureau of the U.S. Department of the Treasury. Access the form and file online here.
When: It depends on when your reporting company was created/registered. Reports accepted starting January 1, 2024.
Reporting companies created/registered before January 1, 2024: Deadline January 1, 2025
Reporting companies created or registered on or after January 1, 2024, and before January 1, 2025: Deadline 90 calendar days after receiving notice that their company’s creation or registration is effective to file their initial BOI reports. This 90-calendar day deadline runs from the time the company receives actual notice that its creation or registration is effective, or after a secretary of state or similar office first provides public notice of its creation or registration, whichever is earlier.
Reporting companies created or registered on or after January 1, 2025: Deadline 30 calendar days from actual or public notice that the company’s creation or registration is
effective to file their initial BOI reports.
Why: Congress enacted the Corporate Transparency Act in 2021, creating a beneficial ownership information reporting requirement to make it harder for shady people in charge of shell companies with unclear ownership to hide or benefit from the shadiness.
More info:
Small Entity Compliance Guide in multiple languages
Subscribe to receive updates via email from FinCEN about BOI reporting obligations here
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