FinCEN BOI Reporting: 5 Essential Facts After the 2025 Exemption

This article provides general information about FinCEN BOI reporting requirements. It is not legal or compliance advice. Consult a qualified attorney or CPA about your specific situation.

If you own an LLC, corporation, or other registered business entity in the United States, you have probably heard about FinCEN BOI reporting over the past two years. At BusAcTa Advisors, it was one of the most common compliance questions we fielded from US businesses and accounting firms throughout 2024. The good news, if your entity was formed in the US, is significant: the rules changed substantially in March 2025, and most domestic companies are now exempt from the federal filing requirement. But the topic has not disappeared. Foreign entities that register to do business in the US still carry real obligations, and the underlying law remains on the books.

What Is FinCEN BOI Reporting?

FinCEN BOI reporting refers to the requirement under the Corporate Transparency Act (CTA) for certain business entities to disclose their beneficial owners to the Financial Crimes Enforcement Network, a bureau of the US Treasury. Congress enacted the CTA in January 2021, and reporting began on January 1, 2024.

The law was designed to reduce financial crimes. Shell companies and anonymous LLCs had long been used to hide money, avoid taxes, and fund illegal activity. By requiring disclosure of who actually owns and controls a company, FinCEN aimed to give law enforcement a cleaner view of the US business landscape.

The Corporate Transparency Act targets the opacity of shell companies. Its core idea is simple: if you form a legal entity, the government should know who is really behind it.

The 2025 Rule Change: US Domestic Companies Are Now Exempt

Here is the single most important update: on March 26, 2025, FinCEN published an interim final rule that removes FinCEN BOI reporting requirements for all US-formed entities and US persons. Every company created by filing with a US secretary of state, including LLCs, corporations, and limited partnerships, is now exempt from filing.

Does this mean domestic companies are permanently off the hook? Not quite. The interim rule is not a repeal of the CTA. It is an administrative exemption, and FinCEN intends to issue a final rule in 2026. The law itself remains valid federal statute; the Eleventh Circuit upheld the CTA's constitutionality in December 2025. The exemption is real and current, but the situation is still worth monitoring.

If your company already filed a BOI report before the exemption took effect, you do not need to take corrective action. FinCEN has confirmed that no penalties apply to domestic companies for prior filings or for choosing not to file.

Who Still Must File FinCEN BOI Reports in 2026

Under the current interim rule, only foreign reporting companies must file. A foreign reporting company is an entity formed under the law of a foreign country that has registered to do business in any US state or tribal jurisdiction by filing a document with a secretary of state or similar office.

If your entity falls into that category and does not qualify for one of the statutory exemptions, you must submit a BOI report to FinCEN. The current deadlines are:

• Foreign entities registered to do business in the US before March 26, 2025, had until April 25, 2025 to file.

• Foreign entities that register on or after March 26, 2025 have 30 calendar days from the date their registration becomes effective to file an initial BOI report.

One key nuance: foreign reporting companies are not required to report US persons as beneficial owners. They report only the BOI of non-US beneficial owners. US persons are also exempt from providing their information to any foreign reporting company for which they are a beneficial owner.

If you manage offshore accounting or entity administration for clients with foreign-registered entities in the US, this distinction matters for each engagement. You can also review the other support services BusAcTa provides to help practices manage compliance filing workloads.

What Information Does a BOI Report Require?

For foreign entities that must file, the report collects two categories of information: details about the company itself, and details about its non-US beneficial owners.

Company information required:

• Full legal name and any trade names

• Complete US business address

• State or tribal jurisdiction of registration

• Taxpayer Identification Number (TIN) or foreign tax ID equivalent

Non-US beneficial owner information required:

• Full legal name

• Date of birth

• Residential or business address

• Identification number from a passport, national ID card, or equivalent foreign document

Reports are filed electronically through FinCEN's secure BSAEFILING system. There is no filing fee.

Who Qualifies as a Beneficial Owner?

A beneficial owner is any individual who, directly or indirectly, meets one of two tests.

The first is an ownership test: the individual owns or controls at least 25 percent of the company's ownership interests. Ownership interests include equity, stock, voting rights, capital or profit interests, and convertible instruments.

The second is a substantial control test: the individual exercises substantial control over the reporting company, regardless of ownership percentage. Senior officers, anyone who can appoint or remove senior officers, and anyone with authority over major decisions generally meet this test.

You do not need to own a single share of stock to qualify as a beneficial owner. Substantial control over decisions is enough.

Several exceptions remove individuals from the beneficial owner definition, including minor children (their parent or guardian reports instead), nominees or intermediaries acting purely on another's behalf, employees who exercise no substantial control, inheritors with a future interest, and creditors whose interest is limited to a debt obligation.

What Are the Consequences of Non-Compliance?

For foreign reporting companies that are required to file and don't, the CTA authorises both civil monetary penalties (assessed per day of non-compliance) and criminal penalties for willful violations, including fines and potential imprisonment. The exact civil penalty amounts are adjusted annually for inflation.

If you correct an incomplete or inaccurate report within 90 days of the original deadline, FinCEN may waive penalties. But are you confident your foreign entity's filing is accurate, complete, and on time? Given the history of deadline changes and legal uncertainty since 2024, a careful review is worth doing now rather than after a deficiency notice arrives.

The CTA Is Still a Live Law

The March 2025 interim rule dramatically reduced the compliance burden, but it did not end the story. Several things are worth watching in 2026.

• Final rule timing: FinCEN has stated it intends to finalize the interim rule in 2026. The final rule could maintain the domestic exemption, narrow it, or expand reporting obligations again.

• Appellate developments: The Eleventh Circuit's December 2025 ruling upheld the CTA's constitutionality. Further appeals or Supreme Court review remain possible.

• State-level requirements: Some states have enacted their own transparency laws that operate independently of the federal CTA. New York's LLC Transparency Act, which took effect January 1, 2026, currently applies to non-US-formed LLCs registering in New York. Other states may follow.

The CTA's domestic exemption is real and current. But the law has not been repealed, and maintaining compliance readiness costs far less than scrambling if obligations are reinstated.

What does staying ready look like? Keep your entity records current, document your ownership structure clearly, and track FinCEN's rulemaking activity. For foreign entities, file accurately and on time.

What to Do Now About FinCEN BOI Reporting

FinCEN BOI reporting is one of those topics that looked urgent in 2024 and then changed fundamentally in 2025. US domestic companies are currently exempt, but the underlying law is intact and a final rule is coming. Foreign entities still have active filing obligations right now. The practical lesson is to know which category your entities fall into, keep records current regardless, and monitor FinCEN's rulemaking through the rest of 2026.

If your practice handles entity administration, tax preparation, bookkeeping, or audit support for clients with foreign-registered US entities, contact BusAcTa Advisors to discuss how our support team can help manage the compliance workload around these filings.