As of this writing, most small businesses formed in the United States do not have to file beneficial ownership information (BOI) with the federal government. That is a real change from the rule as originally written, it came from a federal regulation (not Congress repealing the law), and it has been fought over in court — so the safest thing this page can do is explain the framework and send you straight to the U.S. Treasury's Financial Crimes Enforcement Network (FinCEN) for the current, up-to-the-day answer at fincen.gov/boi. Do not rely on an old blog post, a formation company's email, or your memory of "you had to file this in 2024" — this rule has moved more than once.
What the Corporate Transparency Act is
The Corporate Transparency Act (CTA) is a federal anti-money-laundering law. It created a national registry, run by FinCEN, meant to capture who really owns and controls U.S. companies — the "beneficial owners" — so that shell companies can't be used to hide money laundering, fraud, sanctions evasion, and similar crimes. As originally adopted, the rule would have required most corporations, LLCs, and similar entities formed or registered to do business in the U.S. to file a one-time BOI report, and to update it if ownership or control information changed.
Under that original framework, a "beneficial owner" generally meant an individual who either (a) owns or controls at least 25% of the ownership interests of the company, or (b) exercises substantial control over the company — for example, a senior officer or someone who can direct major decisions, even with no ownership stake at all. A company also had to report information about the individuals who formed it (its "company applicants"), depending on when it was created.
That is the framework the CTA set up. Whether it currently applies to your company is a separate question — and the answer has changed.
What changed — and why you need to check the current status
FinCEN significantly narrowed who has to file. Under an interim final rule the agency issued in 2025, the definition of "reporting company" was revised so that it generally reaches only entities formed under the law of a foreign country that have registered to do business in a U.S. state or tribal jurisdiction. Companies created in the United States, and the individual U.S. persons who own or control them, were exempted from BOI reporting and from BOI reporting penalties.
In plain terms: if your LLC or corporation was formed under a U.S. state's law, it is currently not required to file a BOI report or report U.S. persons as beneficial owners. If your company was formed abroad and registered to do business in a U.S. state, it may still have reporting duties, on its own deadlines.
This is exactly the kind of rule that can change again. The underlying law has also been challenged in federal court, including a constitutional challenge that an appeals court has weighed in on, and the agency has indicated a further, more permanent rule may still be coming. None of that is settled enough for this page to promise you a rule that will still be true when you read it. Before you decide your company does or doesn't need to file:
Go directly to fincen.gov/boi — FinCEN's own BOI reporting page — for the current requirement, current exemptions, and current deadlines.
Check the FAQs and Small Entity Compliance Guide linked from that same fincen.gov page, which FinCEN updates as the rule changes.
If your company has any foreign-formed ownership structure, foreign parent, or is itself formed outside the U.S., don't assume the domestic exemption covers you — confirm on fincen.gov.
If you have already filed a BOI report in the past under the earlier rule, you generally do not need to do anything further unless FinCEN's current guidance tells you to update it — check fincen.gov rather than guessing.
What to do
Identify your company's origin. Was it formed under a U.S. state's law, or under a foreign country's law and then registered to do business here? That distinction currently drives whether BOI reporting applies to you.
Check fincen.gov/boi before you file or decide not to file. This is a federal filing with real penalty exposure if it does apply to you and you ignore it, so don't rely on secondhand summaries — read FinCEN's own current guidance.
If a filing is currently required of your company, file it yourself, for free, at FinCEN's official e-filing system. There is no cost to file directly with FinCEN.
If you're unsure whether your entity structure (foreign ownership, foreign parent, multiple entities) creates a filing duty, talk to a business attorney or CPA who tracks this rule — it is genuinely a moving target, and getting it wrong in either direction (needlessly filing sensitive ownership data, or missing a real duty) has consequences.
Keep an eye on it going forward. Because the rule has changed by regulation before, check back at fincen.gov periodically rather than assuming today's answer is permanent, especially if your company's ownership or structure changes.
Watch out for BOI filing scams
This rule's on-again, off-again history has been a gift to scammers. FinCEN has repeatedly warned the public about correspondence — letters, emails, texts, and calls — that pretend to be from FinCEN or another government office and demand a fee, a QR-code payment, or your ownership and identification details to "complete your BOI filing." Some of these reference fake form numbers or a made-up "compliance department" that doesn't exist.
Filing directly with FinCEN is free. No government agency will ever charge you a fee to file your own BOI report.
Be suspicious of unsolicited mail, email, or calls urging you to "act now" or pay to avoid a penalty.
File only through FinCEN's own official BOI e-filing system, not a third-party site that asks for payment on the government's behalf.
If you're not sure whether something claiming to be from FinCEN is real, verify it using the official contact information on fincen.gov before you send money or personal information to anyone.
How this fits with the rest of running your business
BOI reporting is a federal anti-money-laundering filing — it is separate from, and does not replace, the state-law steps of forming and maintaining your business, such as registering your LLC or corporation with your state, keeping a registered agent, and filing your state's annual report. Those state duties vary by state and don't disappear no matter what FinCEN's current BOI rule says. It's also separate from your federal tax filings with the IRS and from state licensing and tax-registration requirements — a BOI report is not a tax return and doesn't change what you owe.
Key takeaways
The rule on who must file BOI with FinCEN has changed since the Corporate Transparency Act first took effect — don't rely on an old article, including this one, without checking fincen.gov/boi first.
As currently written, the reporting duty generally reaches foreign-formed companies registered to do business in the U.S., not companies formed under U.S. state law.
A "beneficial owner," under the CTA's framework, is someone who owns/controls at least 25% of a company or who exercises substantial control over it — regardless of ownership percentage.
Filing directly with FinCEN is always free; anyone charging you a fee to "file your BOI report" for you through unofficial channels, or demanding payment to avoid a penalty, is not FinCEN.
BOI reporting is a separate federal anti-money-laundering filing — it doesn't replace your state formation, licensing, tax-registration, or annual-report duties.
Frequently asked questions
Do I still need to file a BOI report for my LLC?
Check fincen.gov/boi for the current answer. As of this writing, companies formed under U.S. state law and their U.S. owners are generally exempt from BOI reporting, but this has changed before and the rule is still being litigated, so confirm current status directly with FinCEN before you decide.
What if I already filed a BOI report before the rule changed?
Check FinCEN's current FAQs at fincen.gov/boi. Generally you would not need to take further action unless FinCEN's current guidance says otherwise, but don't assume — the agency's own page is the authority on what, if anything, is required next.
Is there a fee to file a BOI report?
No. Filing directly with FinCEN through its official BOI e-filing system is free. Any person or company asking you to pay a fee to file your BOI report, or threatening a penalty unless you pay them, is not a legitimate government filing channel.
Who counts as a "beneficial owner" under the Corporate Transparency Act?
Under the CTA's framework, a beneficial owner is an individual who either owns or controls at least 25% of a reporting company's ownership interests, or who exercises substantial control over the company — such as a senior officer or someone who can direct major company decisions — even without an ownership stake.
My company was formed outside the U.S. but registered to do business here — does this apply to me?
Possibly. Foreign-formed entities registered to do business in a U.S. state or tribal jurisdiction are the group most likely to still have BOI reporting duties under the current rule, on their own deadlines. Confirm your specific situation at fincen.gov/boi, and consider talking to a business attorney if your structure involves foreign ownership.
This article is general information, not legal, tax, or financial advice.
Frequently asked questions
Do I still need to file a BOI report for my LLC?
Check fincen.gov/boi for the current answer. As of this writing, companies formed under U.S. state law and their U.S. owners are generally exempt from BOI reporting, but this has changed before and the rule is still being litigated, so confirm current status directly with FinCEN before you decide.
What if I already filed a BOI report before the rule changed?
Check FinCEN's current FAQs at fincen.gov/boi. Generally you would not need to take further action unless FinCEN's current guidance says otherwise, but don't assume — the agency's own page is the authority on what, if anything, is required next.
Is there a fee to file a BOI report?
No. Filing directly with FinCEN through its official BOI e-filing system is free. Any person or company asking you to pay a fee to file your BOI report, or threatening a penalty unless you pay them, is not a legitimate government filing channel.
Who counts as a "beneficial owner" under the Corporate Transparency Act?
Under the CTA's framework, a beneficial owner is an individual who either owns or controls at least 25% of a reporting company's ownership interests, or who exercises substantial control over the company — such as a senior officer or someone who can direct major company decisions — even without an ownership stake.
My company was formed outside the U.S. but registered to do business here — does this apply to me?
Possibly. Foreign-formed entities registered to do business in a U.S. state or tribal jurisdiction are the group most likely to still have BOI reporting duties under the current rule, on their own deadlines. Confirm your specific situation at fincen.gov/boi, and consider talking to a business attorney if your structure involves foreign ownership.
This article is general legal information, not legal advice, and may not reflect the most current law or the law in your jurisdiction. Laws vary by state and change over time. For advice about your specific situation, consult a licensed attorney.
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