Beneficial ownership (BOI) reporting: what applies to U.S. companies now

In March 2025, FinCEN announced a revised rule under the Corporate Transparency Act. Under the revised rule, entities created in the United States are no longer treated as reporting companies, so domestic LLCs and corporations that were previously required to file with FinCEN are exempt from the federal beneficial ownership filing. FinCEN's guidance explains the details.

That is a large change from the 2024 rollout, when most U.S. LLCs and corporations had to file. Checklists and formation articles written then can be wrong now.

The Corporate Transparency Act took effect on January 1, 2024, and most existing U.S. LLCs and corporations had to file a first report. A series of court decisions in late 2024 and early 2025 paused enforcement at different times, which left businesses unsure whether to file. In March 2025, FinCEN and the Treasury Department announced the revised approach. If you filed a report earlier, there is nothing in the current rule that asks you to take it back.

The revised definition of a reporting company focuses on entities formed under the law of another country that register to do business in a U.S. state or tribal jurisdiction. FinCEN sets rules on whose information such a company reports. If your company was formed abroad and is registered here, read FinCEN's current guidance against your own facts and ask a lawyer.

Federal BOI reporting is one of several places a company reports its owners. Your corporate books, cap table, and operating agreement record ownership. Tax returns include ownership schedules. Banks ask for ownership information when you open an account. Some states have their own ownership requirements. A federal exemption does not remove any of those.

Banks collect ownership information on their own under customer due diligence rules, so you will still be asked who owns and controls the company. If a lender asks for proof of a BOI filing, point them to FinCEN's current guidance explaining that domestic entities are exempt, and offer the ownership records you do keep, such as the operating agreement or stock ledger.

If your company is exempt, write down why and when you checked, and keep the FinCEN reference with the compliance record, instead of deleting BOI from the checklist. If the rule changes again, the note tells a reviewer what you relied on. Check FinCEN's BOI page again whenever the company's formation or registration changes, and before you rely on an old filing deadline.