By: Layli Adelstein
July 24, 2025
To file or not to file? Major Update on BOIR: U.S. Companies No Longer Required to File.
The Corporate Transparency Act (CTA) was set to change the way small businesses and legal entities reported ownership, with the launch of Beneficial Ownership Information Reporting (BOIR) through Financial Crimes Enforcement Network (FinCEN), a bureau of US Treasury Department. But a significant shift has taken place in March 2025 that will impact millions of U.S. companies.
The latest status:
As of March 26, 2025, domestic companies (LLCs, corporations, and similar US-based entities) are no longer required to file BOIR reports. FinCEN has revised the BOIR filing requirements under an interim final rule. This comes as a relief to small businesses, startups, and legal professionals who had been preparing for upcoming deadlines and navigating new disclosure rules.
Why the Change?
According to FinCEN, the revision was made to better align with the original intent of the CTA and reduce administrative burdens on domestic companies. The focus is now narrowed to foreign entities that pose higher risks in terms of anonymous ownership or money laundering.
Who Still Needs to File?
While most U.S. companies are off the hook, foreign-registered companies with U.S. operations are still required to report. These entities must file a BOIR through FinCEN's online system and disclose their beneficial owners, typically individuals who own or control 25% or more of the company or have significant control over it.
What About Penalties?
FinCEN has made clear that penalties for domestic non-filers are suspended, retroactive to earlier deadlines. For foreign companies, enforcement is still in place, and late filings may trigger civil or criminal penalties, so if you're affiliated with a foreign entity, it's important to file on time.
What Comes Next?
This is an interim final rule, meaning FinCEN is still accepting public comments and may refine or finalize the rule in the coming months. Additional guidance is also expected, especially around foreign entity compliance and the treatment of trusts and layered ownership structures.
How did we get here?
While we wait what transpires with the BOIR saga, let's look at the history of BOIR, which stems from federal efforts to combat money laundering, tax evasion, and anonymous shell companies in the United States and bring the U.S. in line with global transparency standards.
BOIR Timeline and Background
2016–2020: Legislative Momentum
Growing global pressure on the U.S. to increase corporate transparency, especially after the Panama Papers leak.
Congress considers several bills to address anonymous shell companies, but none pass until...
January 1, 2021: Corporate Transparency Act (CTA) Becomes Law
Enacted as part of the National Defense Authorization Act (NDAA) for Fiscal Year 2021, overriding President Trump's veto.
Purpose: Require certain companies to report "beneficial owners", in other words individuals who own or control 25% or more, or who exercise substantial control of the entity.
Administered by the Financial Crimes Enforcement Network (FinCEN), a bureau of the U.S. Department of the Treasury.
September 30, 2022: Final Rule Issued
FinCEN publishes the BOIR Final Rule, setting out:
- Which companies must file;
- What information must be disclosed;
- When and how to file.
January 1, 2024: Reporting Begins
Entities created or registered before 2024 had until January 1, 2025 to file.
Entities created in 2024 or later had 30 days (later extended to 90 days) from formation to file.
March 26, 2025: Major Revision: Domestic Companies Exempted
FinCEN issues an interim final rule eliminating the BOIR requirement for domestic entities. Now, only foreign entities registered to do business in the U.S. must file.
Domestic companies that already filed need not amend or delete; enforcement suspended for them.
Takeaways for Business Owners
- If your company was formed in the U.S., you do not need to file a BOIR.
- If your company is foreign and registered to do business in the U.S., check your filing deadlines.
- If you're unsure whether your business qualifies as a reporting entity under the revised rules or you're dealing with foreign ownership structures, don't guess, reach out to your legal or compliance advisor to make sure you stay compliant with the latest federal reporting obligations.
Stay tuned for more updates as the CTA rule continues to evolve!
The information contained in this article is not to be taken as legal advice. Every situation is different. If you or your business are facing a legal issue of any kind, get competent legal advice in your state immediately so that you can determine your best options.
