Guide to the FinCEN Beneficial Ownership Information Report

Starting in 2024, many business owners were required to submit a beneficial ownership information (BOI) report to the Financial Crimes Enforcement Network (FinCEN), a bureau of the U.S. Department of Treasury. FinCEN created the BOI report to implement a new beneficial ownership report rule. The BOI report collects identifying information about companies and their owners.

However, after constitutional challenges to the new requirement, FinCEN has revised the rule, effectively eliminating the requirement for U.S. companies. As of March 21, 2025, only companies formed in foreign countries registered to do business in the U.S. need to file a BOI report.

History of FinCEN's BOI Report

In 2021, Congress enacted the Corporate Transparency Act (CTA). The Act aims to prevent money launderers and other bad actors from using "shell" companies or similar means to conceal both their identities and their crimes.

As a civics refresher, the legislative branch (Congress) makes the laws and the executive branch (the president and federal agencies) carries out and enforces the laws. FinCEN is a federal agency and part of the executive branch. So, FinCEN is in charge of carrying out the CTA. To enforce the CTA, FinCEN created the BOI reporting requirement. (31 U.S.C. § 5336 (2024).)

What Companies Initially Had to File a BOI Report?

When the BOI reporting requirement was initially rolled out, most companies had to file the report. If you filed a document with a U.S. state, territory, or federally recognized Indian tribe (as defined by 25 U.S.C. 5130) to either create your company or to register your company to do business in that state, then you qualified as a "reporting company" and had to submit a BOI report.

For instance, the requirement applied to:

• corporations
• limited liability companies (LLCs)
• registered partnerships (including domestic limited partnerships and limited liability partnerships), and
• foreign (non-U.S.) companies operating in the U.S.

If you never needed to file a document with the state (usually through the secretary of state's office), then you didn't need to file a BOI report. For example, you don't usually need to file paperwork with the state to create a sole proprietorship or general partnership.

The BOI reporting requirement applied to more than 32 million businesses.

Constitutional Challenges and Legal Updates to the BOI Report

The challenges to the BOI reporting requirement started in early 2024. However, it wasn't until late 2024 and early 2025 that orders by two separate courts halted the filing requirement. The legal battles that ensued in those two cases stopped and restarted the BOI filing requirement until FinCEN ultimately revised the requirement in its interim final rule on March 21, 2025.

December 3, 2024. A Texas federal court, in Texas Top Cop Shop, issued a nationwide order effectively pausing the BOI filing requirement. While the order was issued in Texas, it applied to companies across the U.S. FinCEN appealed the decision and asked the court to lift the pause pending the appeal. (Texas Top Cop Shop, Inc. v. Garland, No. 4:24-CV-478 (E.D. Tex. 2024).)

As a result, FinCEN temporarily suspended the reporting deadlines for the BOI report. Companies could voluntarily submit a report but weren't required to at that time.

January 7, 2025. Just a month later, a separate federal court in Texas, in Smith, issued an injunction halting the enforcement of the CTA and the BOI filing requirement. FinCEN once again appealed the decision and asked the court to lift the injunction pending the appeal. (Smith v. United States Dep't of the Treasury, No. 6:24-CV-336 (E.D. Tex. 2025).) While the BOI report was already halted, this secondary court decision added another legal hurdle for FinCEN's CTA enactment.

January 23, 2025. The Supreme Court granted FinCEN's request to lift the court's order in Texas Top Cop Shop pending the outcome of the government's appeal. However, this decision had little effect because the order under Smith halting the reporting requirement was still in effect. Despite this small victory for FinCEN, the reporting requirement remained voluntary.

February 18, 2025. The district court in Smith granted FinCEN's request to lift the court's injunction pending an appeal. This victory for FinCEN was meaningful as it removed the final legal block halting the enforcement of the CTA. Following this decision, there were now no nationwide freezes on the BOI reporting requirement. FinCEN issued a statement reinstituting the BOI filing requirement and extending reporting deadlines. The BOI report was no longer voluntary but mandatory.

February 27, 2025. In a telling update, FinCEN announced that it wouldn't be enforcing any fines or penalties against companies that don't meet the then-current deadlines to file the BOI report. The federal agency further expressed its intention to reassess the current rule and deadlines and to issue a final rule by March 21, 2025. As a result, the reporting requirement was again effectively paused. Owners didn't have to submit a report while they awaited the final order.

March 2, 2025. FinCEN announced that it was suspending enforcement of the CTA and the BOI reporting requirement against U.S. companies and citizens. The agency clarified that it expected to issue a final rule by March 21 narrowing the reporting requirement to apply only to foreign companies.

March 21, 2025. FinCEN issued its interim final rule officially eliminating the BOI reporting requirement for companies created in the U.S. The final rule amended the definition of a "reporting company" to only include companies formed outside the U.S. The new rule also set out reporting deadlines for foreign companies. FinCEN is expected to finalize the rule later this year.

Please check the BOI page of the FinCEN website for up-to-date information about this requirement. If you have questions, you can reach out to FinCEN or speak with a local business attorney.

Does My Business Have to File a BOI Report?

Businesses created in the U.S. don't have to file a BOI report. Specifically, if you formed your business in one of the following U.S. states, territories, or jurisdictions, you're exempt from the BOI reporting requirement:

• one of the 50 U.S. states
• the District of Columbia
• the Commonwealth of Puerto Rico
• American Samoa
• Guam
• the U.S. Virgin Islands
• the Commonwealth of the Northern Mariana Islands, and
• any other territory, commonwealth, or possession of the U.S.

If you created your business under the laws of a foreign country and have registered to do business within the U.S., then you do have to file a BOI report. For example, if you created your company in Canada and have registered to do business in New York, your company must file a BOI report.

Filing documents to get a business license or register a trade name (or DBA) doesn't count as filing a document for the purpose of this reporting requirement.

Some companies that would otherwise be required to file a BOI report might be exempt from the reporting requirement. FinCEN provides more than two dozen exemptions to its reporting rule. Most exemptions cover companies that are already heavily regulated, such as banks, credit unions, insurance companies, and publicly traded companies. Nonprofits and inactive companies are also exempt.

If you don't qualify for an exemption, you must file your BOI report online through FinCEN's BOI E-Filing System.

What Is a BOI Report and What Information Does My Business Need to Report?

The BOI report is an informational report that must be filed by a foreign company registered to do business in the United States. The report is broken up into three sections. In these sections, you must provide information about:

• the reporting company (your business)
• the company applicant (only required of businesses registered on or after January 1, 2024), and
• the reporting company's beneficial owners.

You'll need to provide identifying information for each section.

What Information to Provide About the Reporting Company

In the BOI report, you must provide basic information about your business, including your company's:

• legal business name
• if applicable, an alternate name (for example, a DBA, trade name, or fictitious business name)
• street address from where it conducts its business in the U.S.
• country of formation
• the state or Tribal jurisdiction where your company first registers, and
• IRS tax identification number (TIN), or tax number issued by its foreign government if your company hasn't been issued a TIN.

As mentioned earlier, for the BOI report, your foreign business will be considered the "reporting company."

What Information to Provide About the Company Applicant

The second section of the BOI report is only required for foreign companies first registered to do business in the U.S. on or after January 1, 2024. If your company was registered to do business in the U.S. before this date, then you can simply skip this section. In addition, if your company applicant is a U.S. person, then you don't need to provide information about them.

But if this section is required for your company, then you have two options: You can provide your FinCEN identifier (FinCEN ID) or you can answer all questions in this section of the application. If you don't have one already, you can apply for a FinCEN ID by creating an account with login.gov. You'll need to provide four pieces of personal information to receive your FinCEN ID.

The "company applicant" for a reporting company is the person who directly filed the document to register the reporting company to do business with the state. The document to register your company might be called a "foreign registration statement," "certificate of authority," or similar name.

If more than one person was involved in filing the company's registration documents, then the person who's primarily responsible for directing or controlling the filing would be considered the company applicant. (If your registration filing was done by an attorney or accountant, then that person would likely be considered the company applicant.)

Be prepared to provide the following information about your company applicant:

• their full legal name
• their date of birth
• their current address, and
• a form of identification (such as a driver's license or passport).

You must upload a copy of the form of identification. You'll also need to separately specify the document number and what governing body issued the identification. For example, if your identifying document is your driver's license, then you'll need to upload a picture of your license and type in your license number and the state that issued your license.

What Information to Provide About Beneficial Owners

As with the previous section on company applicant, you can enter your FinCEN ID in place of completing this section of the application. But if you don't have a FinCEN ID to report for a beneficial owner, then you must answer all of the questions in this section of the BOI report.

Again, if a beneficial owner is a U.S. person or company, then you don't need to file any information for that particular owner.

To accurately complete this section, you need to determine who qualifies as a beneficial owner of a reporting company for the purpose of this report.

A "beneficial owner" of a reporting company is someone who directly or indirectly either:

• owns or controls at least 25% of the company's interest (such as through stock, equity, or voting rights), or
• has substantial control over the company.

FinCEN describes several situations where an owner would be considered to have substantial control over a company. Typically, an owner has substantial control when the owner either:

• is a senior officer of the company
• can appoint or remove certain officers or a majority of directors, or
• has significant influence over big company decisions (like selling company property or entering into business contracts).

You'll provide the same information about each beneficial owner as you provided about the company applicant, including their name, date of birth, address, and identification.

What Is the Deadline to File the BOI Report?

The original deadline to file your BOI report depends on when your foreign company was registered to do business in the U.S.:

• If you registered your company to do business in the U.S. before March 26, 2025, then you have until April 25, 2025, to submit your BOI report.
• If you registered your company to do business in the U.S. on or after March 26, 2025, then you have 30 calendar days from when your company received notice that its registration was effective to file your BOI report.

If you miss the deadline or you fail to update your report when information changes, then you might face civil and criminal penalties. These penalties can include hefty daily fines and a prison sentence of up to two years.

Next Steps for Small Businesses

Your business needs to first determine whether it's required to file a BOI report. If you created your business in the U.S., then you don't need to file a report and no longer have to worry about this reporting requirement. If you formed your business outside the U.S. and have registered to do business in the U.S., then ask yourself whether your business qualifies for one of the exemptions.

If your company doesn't qualify for an exemption, then you simply need to submit the BOI report before the applicable deadline.

The FinCEN website has many helpful resources available on its website for small businesses regarding the beneficial ownership information reporting requirement. You can find answers to general and specific questions about the BOI reporting requirement. on the bureau's FAQ page. You can also find more guidance, including flowcharts and questionnaires, in FinCEN's Small Entity Compliance Guide.

Most business owners will likely be able to navigate the reporting process themselves. But if you're not sure whether you qualify for one of the exemptions or whether you qualify as a beneficial owner, talk to a business attorney. They can help you figure out whether this reporting rule applies to your business and what information you need to provide.

FAQ for Small Businesses About the BOI Reporting Requirement

FinCEN's BOI reporting rule has undergone numerous changes since it went into effect on January 1, 2024. Here are some answers to some frequently asked questions that can help you determine your business's reporting obligations.

What happens if the information I provided in my BOI report changes?

You must report any changes to any of the information related to your company or its beneficial owners. You don't need to report any changes related to the company applicant.

You report these changes by submitting a new, updated BOI report to FinCEN. You must submit an updated report within 30 days of the change being reported.

What happens if I discover an inaccuracy in my BOI report?

If you discover an inaccuracy in any part of your initial report, then you must correct the inaccuracy. The inaccuracy must be corrected within 30 days of when you become aware of it.

Does my business need to submit a BOI report every year?

No. As of 2025, there's no requirement for businesses to submit a report every year. A business that qualifies as a reporting company must submit an initial BOI report before the required deadline. Your business is responsible for updating the information in its BOI report as needed. Any updates must be reported within 30 days of the change occurring.

Who has access to the information included in the BOI report?

A federal, state, local, or tribal official can request access to the information contained in your BOI report for limited purposes. An official can request access for national security, intelligence, or law enforcement reasons.

In some cases, a financial institution, and a regulator supervising the financial institution, can access your beneficial ownership information as long as you give permission.

Why are businesses required to submit a BOI report?

Most businesses aren't required to submit a BOI report. In its final version, the BOI reporting rule is a requirement of the 2021 CTA. The CTA aims to prevent money launderers and other bad actors from using "shell" companies or similar means to conceal both their identities and their crimes.

What is a FINCEN ID?

A "FinCEN ID" (or FinCEN identifier) is a number issued by FinCEN, a bureau of the U.S. Department of Treasury, that uniquely identifies an individual or a reporting company. You're not required to obtain a FinCEN ID.

You, as an individual, can apply for a FinCEN ID by submitting your name, date of birth, address, and an identification document to the bureau. Similar to when you apply for an EIN, you'll automatically be assigned a FinCEN ID once you submit the application. Reporting companies can receive a FinCEN ID by requesting one on their BOI report.

If the information you used to obtain your FinCEN ID changes or is incorrect, you must update or correct the information.