FinCEN BOI Reporting: What Every US Business Owner Must Know
What is BOI Reporting?
BOI (Beneficial Ownership Information) reporting is a requirement under the Corporate Transparency Act (CTA), enacted in 2021. It requires most US businesses to disclose the identities of their beneficial owners to FinCEN (Financial Crimes Enforcement Network), a bureau of the US Treasury Department.
The goal is to prevent anonymous shell companies from being used for money laundering, tax evasion, and other financial crimes.
Key Update: March 2025
Following a series of court injunctions in late 2024 and early 2025, the US Treasury Department announced on March 26, 2025 that domestic US companies are exempt from BOI reporting requirements for now.
However, foreign-registered companies (companies formed outside the US that are registered to do business in the US) remain subject to BOI reporting requirements.
For most foreign entrepreneurs who form their LLC directly in the US (e.g., Wyoming or Florida LLC), you are forming a domestic US entity — which means you currently benefit from the exemption. However, regulations can change. We recommend staying informed and filing proactively.
Who Must File BOI Reports?
Under the original CTA rules (which may be reinstated):
Companies that must file (Reporting Companies):
- LLCs formed by filing with a state Secretary of State
- Corporations formed under state law
- Similar entities formed under state or tribal law
Exemptions (23 categories):
- Businesses with 20+ full-time US employees AND $5M+ in annual revenue
- Publicly traded companies
- Banks, credit unions, and insurance companies
- Certain regulated entities (broker-dealers, investment advisers)
- Non-profits
Most small LLCs formed by foreign entrepreneurs do NOT qualify for exemptions under the original rules.
Filing Deadlines
- LLCs formed before January 1, 2024: Deadline was December 31, 2024 (under original rules)
- LLCs formed after January 1, 2024: Must file within 90 days of formation
- LLCs formed after January 1, 2025: Must file within 30 days of formation
- Changes to beneficial ownership: Must be reported within 30 days
What Information Must Be Reported?
Company Information:
- Full legal name and any trade names (DBAs)
- Current US street address
- State of formation
- EIN (or other tax ID)
Beneficial Owner Information (for each owner with 25%+ ownership or significant control):
- Full legal name
- Date of birth
- Residential address
- ID document (passport or driver''s license) with image
How to File
BOI reports are filed for free through the FinCEN online portal: BOIefiling.FinCEN.gov
No attorney or accountant is required, but professional assistance is recommended to ensure accuracy and timely updates.
Penalties for Non-Compliance
Under the original CTA rules:
- Civil penalty: Up to $591 per day of violation
- Criminal penalty: Up to $10,000 fine and/or up to 2 years imprisonment for willful violations
Our Recommendation for Foreign Entrepreneurs
While domestic LLCs are currently exempt, the regulatory situation remains fluid. We recommend:
- Keeping your beneficial ownership information organized and ready
- Monitoring FinCEN updates at fincen.gov
- Filing proactively if your company structure changes or new rules take effect
Akkemik Consultancy provides BOI filing assistance as part of our US compliance services. We monitor regulatory changes and notify clients when action is required. Contact us at info@akkemik.net.