New Rule: Reporting Ownership of your LLC and other Business Entities
*As of March 2025, the U.S. government—specifically the Financial Crimes Enforcement Network (FinCEN)—has removed the requirement for U.S. companies and U.S. persons to report beneficial ownership information (BOI) under the Corporate Transparency Act (CTA).
Key details:
FinCEN issued an interim final rule on March 21, 2025, which revises the definition of “reporting company” to include only entities formed under the law of a foreign country that have registered to do business in a U.S. state or tribal jurisdiction. Entities created in the United States (previously known as “domestic reporting companies”) and their beneficial owners are now exempt from BOI reporting requirements.
U.S. persons are no longer required to report BOI with respect to any entity for which they are a beneficial owner.
Foreign entities that meet the new definition of a “reporting company” and do not qualify for an exemption must still report their BOI to FinCEN, but they are not required to report any U.S. persons as beneficial owners.
The new deadlines for foreign reporting companies are: those registered before March 26, 2025, must file BOI reports by April 25, 2025; those registered on or after March 26, 2025, have 30 calendar days after registration to file their initial BOI report.
FinCEN is not enforcing any penalties or fines related to BOI reporting against U.S. companies, domestic reporting companies, or their beneficial owners as of the date of the interim final rule.
In summary, the government has stopped the requirement for U.S. companies and U.S. persons to file BOI reports under the CTA, and only certain foreign entities remain subject to the reporting requirement under the new rule.
Old Law
Beginning on January 1, 2024, many companies in the United States will have to report information about their beneficial owners, i.e., the individuals who ultimately own or control the company. They must report the information to the Financial Crimes Enforcement Network (FinCEN). FinCEN is a bureau of the U.S. Department of the Treasury.
Who Has to Report?
Companies required to report are called reporting companies. Reporting companies may have to obtain information from their beneficial owners and report it to FinCEN.
When Do I Report?
Reports will be accepted starting on January 1, 2024.
If your company was created or registered before January 1, 2024, you would have until January 1, 2025, to report BOI.
If your company is created or registered on or after January 1, 2024, you must report BOI within 30 days of notice of creation or registration.
Any updates or corrections to beneficial ownership information you filed with FinCEN must be submitted within 30 days.
Penalties for Not Filing
The willful failure to report complete or updated beneficial ownership information to FinCEN or the willful provision of or attempt to provide false or fraudulent beneficial ownership information may result in civil or criminal penalties, including civil penalties of up to $500 for each day that the violation continues, or criminal penalties including imprisonment for up to two years and/or a fine of up to $10,000. Senior officers of an entity that fails to file a required BOI report may be held accountable for that failure.
