The rule changed
FinCEN announced in March 2025 that it was revising the Corporate Transparency Act reporting rule so that entities created in the United States are no longer treated as reporting companies for federal BOI reporting. FinCEN's current guidance states that U.S.-created entities, including domestic LLCs and corporations that were previously in scope, are exempt from the federal BOI filing requirement.
This is an important change from the original 2024 rollout, so older checklists and formation articles can now be wrong even if they were accurate when published.
Who can still be in scope
FinCEN's current reporting-company definition focuses on certain entities formed under foreign law that register to do business in a U.S. state or Tribal jurisdiction. FinCEN also provides specific rules about whose beneficial-owner information must be reported by those foreign reporting companies.
Do not confuse BOI with other ownership records
A federal BOI exemption does not eliminate corporate books, cap tables, state annual reports, tax ownership schedules, bank KYC requirements, or information requested by a tax professional. Those are separate records and can still require ownership information.
How to keep this accurate
Because the BOI rules have changed materially, verify the current FinCEN BOI page before relying on an old deadline or filing instruction. Institution treats BOI as a rule that must be checked against the current FinCEN position, rather than hard-coding the original CTA launch deadlines into a permanent compliance calendar.