2025 Beneficial Ownership Information Reporting Requirements

After much legal back-and-forth, the beneficial ownership information (BOI) reporting requirements of the Corporate Transparency Act (CTA) have once again been updated. Here’s what you need to know about whether you are required to report, penalties for non-compliance, and getting the help you need.

What is the Corporate Transparency Act?

The Corporate Transparency Act is a federal law passed in 2021 to prevent corporate financial misconduct such as fraud and money laundering. As the name suggests, the CTA was intended to increase transparency regarding the true ownership of businesses. Accordingly, the law imposed a “beneficial ownership information reporting” requirement to prevent white-collar criminals from conducting their activities under the protection of anonymous shell companies.

What Companies Were Required to Report Under the CTA?

Under the CTA, companies considered “reporting companies” must report their beneficial owners to the Financial Crimes Enforcement Network (FinCEN). A “beneficial owner” must meet one of the following criteria:

• They own, directly or indirectly, 25% or greater of a company’s equity or shares; or
• They exercise substantial control over the company, such as through service as a senior officer (CEO, CFO, COO, or similar role); or otherwise have the authority to make significant decisions for the company, such as the appointment or removal of board members.

As originally written, the law required both “domestic reporting companies” (most corporations, LLCs, and similar entities created under U.S. state or tribal governments) and “foreign reporting companies” (similar entities formed outside the United States but registered to do business within) to report.

The key phrase in the paragraph above is “as originally written.” To the surprise of many, there have been recent changes to the CTA that significantly affected the obligations of domestic companies.

What’s New with the CTA in 2025?

A little history: the CTA went into effect on January 1, 2024, but challenges to its constitutionality blocked enforcement of the law’s provisions for a time. On February 19, 2025, FinCEN issued guidance stating that BOI reporting requirements would once again be in effect. A March 21 deadline was given at that time for most companies to comply with reporting requirements.

However, on March 21, 2025, FinCEN issued an interim final rule which greatly narrows the category of companies required to file a BOI report. Under the interim final rule, companies previously designated as “domestic reporting companies” are exempted from BOI reporting altogether. They no longer must file BOI reports with FinCEN, nor are they obligated to update or correct BOI information they previously reported. In a nutshell, companies formerly designated “domestic reporting companies” are no longer considered reporting companies at all.

Foreign reporting companies are still subject to the BOI reporting requirements of the CTA. The interim final rule extends the deadline to file initial BOI reports for 30 days from the publication date (March 21, 2025) of the interim final rule. Notably, the rule also exempts foreign reporting companies from having to report the BOI of any U.S. persons who are beneficial owners of the company. Along similar lines, U.S. persons who would be considered beneficial owners of a foreign reporting company are exempted from having to provide those companies with their beneficial ownership information.

As of this writing, FinCEN is accepting comments on the interim final rule and expects to issue a final rule in 2025.

What Should I Do if I Need Guidance Regarding My Reporting Obligations?

If you are a U.S. person (which includes not only citizens and residents of the United States, but domestic partnerships, corporations, estates, and trusts), you no longer have BOI reporting obligations under the interim final rule issued March 21, 2025.

If you are not a U.S. person and are required to report BOI under the CTA even under the interim final rule, there may be significant civil and criminal penalties for non-compliance. Civil penalties include fines of up to $10,000 per day for each day that non-compliance continues, up to a maximum of $1,000,000. Criminal penalties include fines of up to $250,000 and up to three years in prison for willfully providing false information or failing to report.

We cannot stress this strongly enough: the law regarding reporting requirements has evolved rapidly and may continue to evolve. To get the legal guidance your trust or company needs, contact our law office for direction on the latest requirements under the Corporate Transparency Act.