BOI Reporting
The Beneficial Ownership Information (BOI) Report is a required filing for non-US companies formed outside the US and registered to do business in the US as a foreign entity.
Here’s what you need to know about this federal filing and how it affects businesses around the United States.
BOI Reporting For Business Owners
Owners of non-US formed LLCs and corporations registering to do business in the US are required to file a BOI report. The BOI Report requires these business owners to disclose identifying information (names, addresses, birthdays, and photo IDs) for non-US citizen beneficial owners who control and benefit from your business to the federal government.
The Corporate Transparency Act
BOI Reporting is a direct result of the passage of the Corporate Transparency Act (CTA), which went into effect at the start of 2024. The CTA is an attempt to combat money laundering and other illicit financial maneuvering by providing law enforcement with a path to finding out who owns and controls a business foreign registered in the US.
Prior to the CTA, state statutes defined what kind of information a business had to tell the government about who owned it. So in Wyoming, for example—a state known for strong privacy protections for business owners—an LLC’s owners could maintain complete anonymity by hiring a registered agent.
The result was that not even law enforcement could find out who owned a Wyoming LLC, and scammers and other bad actors were easily able to evade accountability. The Corporate Transparency Act changed this, requiring non-US formed businesses to disclose identifying information about who owns and controls their business to the U.S. Department of the Treasury.
Who Can See My BOI Report?
The information you submit on your BOI Report will be stored in FinCEN’s internal database. This is not a public database—access is pretty tightly controlled. Only certain federal, state, local and tribal law enforcement agencies will be able to request beneficial ownership information.
Who Has to File a BOI Report?
The CTA calls companies that need to file a BOI Report “reporting companies.”
A reporting company is a business registered outside of the United States then registered as a US foreign entity transacting business within the US. This means all other business formed outside the US that filed paperwork with the local Secretary of State or equivalent agency to form or register an entity.
Basically, these companies need to file a BOI Report unless they qualify for an exemption.
BOI Reporting Company Exemptions
As of March 26, 2025, any companies formed outside of the US, then registered to do business in the US, are still held to the BOI Report requirements except:
- Companies originally formed within the United States or US tribal territory
- United States citizens who own foreign businesses registered outside the US
- Foreign business entities controlled entirely by United States citizens or permanent US residents
As a note, foreign pooled investment vehicles are no longer exempt and must report one individual that has the greatest authority.
BOI Reporting Civil Penalties
FinCEN will be collecting fines on non-US based reporting companies that may reflect their previous penalties of $591 per day up to $10,000 for failure to file.
How to File the Beneficial Ownership Information Report
Here’s how to file your BOI Report in three steps:
1
Collect the required information on your company.
2
Collect the required information on your beneficial owners and company applicants.
3
File your BOI Report online.
What Info Do I Provide For The BOI Report?
It sounds simple, but you’ll need to know what kind of information to gather and who counts as a beneficial owner and company applicant of companies formed abroad and registered to do business in the US. You will need to provide the following details:
What information is required on my company for the BOI Report?
For the BOI Report, you’ll need to provide the following information on your entity:
- Any trade names or DBAs
- Business address where you operate in the US
- Jurisdiction or state where you first formed your company
- Taxpayer Identification Number (TIN) or EIN/FEIN
What information is required on my company for the BOI Report?
For the BOI Report, you’ll need to provide the following information on your entity:
- Any trade names or DBAs
- Business address where you operate in the US
- Jurisdiction or state where you first formed your company
- Taxpayer Identification Number (TIN) or EIN/FEIN
Who Counts as a Beneficial Owner?
The definition of beneficial ownership has two prongs: ownership and control. A beneficial owner (in regards to BOI Reporting) is someone who:
-
- Owns at least 25% of your business, or
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- Exercises control over your business.
The two-pronged definition exists to close a loophole. For example, an LLC could have 5 owners—four who each own 10% and one who owns 60%. Without factoring in control, the LLC would only have to list the owner who owned 60% as an owner, even if the other members held decision-making power within the LLC. Thanks to the control prong, all of the members in this scenario would be considered beneficial owners.
Who Counts as a Company Applicant?
Your company applicant is just whoever submitted your registration paperwork to the state. Most states call this an “incorporator.” Your company applicant can be someone within your company, but it doesn’t have to be.
Not all reporting companies need to report information about company applicants. Check FinCEN’s Small Entity Compliance Guide for more details.
How do I file the BOIR?
Once you have all this information gathered, you can file the BOI Report online through FinCEN’s e-filing system.
BOI Reporting Deadline
As of March 26, 2025, most non-US LLCs/corporations are required to file a Beneficial Ownership Information (BOI) Report with the Financial Crimes Enforcement Network (FinCEN). The deadline for filing your BOI Report depends on when your business was registered in the US.
The deadline for existing reporting companies (defined by FinCEN as non-US companies registered within the US) to file the BOI Report is April 25, 2025. New businesses will have 30 days from their registration to file. We’ll keep our pages up to date as court rulings play out, so you’re not left out of the know about this important business filing.
Frequently Asked Questions
Do U.S. based companies still need to file BOI reports?
The BOI is mandatory for foreign non-US businesses that were formed outside of the United States and then registered to do business within the US, if the beneficial owners are also non-US citizens. As of March 26, 2025, BOI filing is no longer required for U.S. formed companies owned by US citizens.
What is the filing deadline for foreign reporting companies?
If the international company was registered to do business in the U.S. before March 26th, 2025, they must file a BOI report by April 25, 2025. For new formations done after March 26, 2025, they must file within 30 calendar days of receiving notice that their registration is effective.
What if I already filed a BOI report as a U.S. based company?
If you have already filed, your report is simply on record. There is no downside or penalty. You are in good standing and do not need to take further action.
Could the BOI requirement rules change again?
Yes. The March 26 update to the reporting requirements was only an interim rule. The Corporate Transparency Act is still law, and FinCEN may revise or reinstate domestic filing requirements depending on future rulings or legal developments. We’ll be sure to keep this page updated with any updates.
Paperwork, reminders, and notices—oh my!
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