Beneficial Ownership Information Reporting
[Updated March 21, 2025] All entities created in the United States — including those previously known as “domestic reporting companies” — and their beneficial owners are now exempt from the requirement to report beneficial ownership information (BOI) to FinCEN. Existing foreign companies that must report their beneficial ownership information have at least an additional 30 days from the date of publication of the interim final rule. For more information, see press release and alert.
Beneficial Ownership Information (BOI)
What’s the new federal requirement for businesses in 2024?
NEWS: “The federal requirement for businesses to file a Beneficial Ownership Information Report (BOIR) under the Corporate Transparency Act has been temporarily halted due to a recent federal court ruling on December 3, 2024. The court issued a nationwide injunction suspending the reporting deadline previously set for January 1, 2025. This means businesses are not currently required to submit BOIR, avoiding potential penalties like daily fines or imprisonment. However, the government is expected to appeal, so future compliance may still be necessary.”
We suggest to all our clients to file the report before the end of the year.
Congress passed the bipartisan Corporate Transparency Act to combat illicit financing. This law mandates that many businesses operating in the United States disclose information about their owners or controllers.
Starting January 1, 2024, numerous U.S. companies must report details about their beneficial owners—the individuals who ultimately own or control the company—to the Financial Crimes Enforcement Network (FinCEN), a bureau within the U.S. Department of the Treasury. This Beneficial Ownership Information Report (BOIR) only needs to be submitted once, unless the company needs to update or correct the information.
Ownership Details
Identifies individuals with significant control or ownership of the company.
Single Submission
Required once unless there are updates or corrections needed.
Data Accuracy
Ensures accurate identification and records of beneficial owners.
Anti-Fraud
Designed to prevent illicit financing and fraudulent activities.
Confidential Filing
Information submitted is securely handled and kept confidential.
Compliance Mandate
Mandatory for many businesses operating within the USA.
Regulatory Authority
Overseen by the Financial Crimes Enforcement Network (FinCEN).
Effective Date
Requirements begin on January 1, 2024.
Required vs. Exempt
Who has to report?
Domestic reporting companies
Corporations, limited liability companies and any other entity created by filing a document with a secretary of state or any similar office in the USA.
Foreign reporting companies
Entities (including corporations and limited liability companies) formed under the law of a foreign country that have registered to do business in the United States.
Who is NOT required to report?
- Brokers and financial agents
- Money transfer or money transmission service companies.
- Certain banks and bank holding companies.
- Large companies with more than $5,000,000 in gross sales that have a physical operating office in the U.S. and more than 20 full-time employees.
Why do companies have to report to The U.S. Treasury Department?
In 2021, Congress passed the Corporate Transparency Act on a bipartisan basis. This law creates a new beneficial ownership information reporting requirement as part of the US government’s efforts to make it harder for bad actors to hide or benefit from their ill-gotten gains through shell companies or other opaque ownership structures.
