Status update: the rules changed in 2025
The Corporate Transparency Act (CTA) is still on the books, but FinCEN dramatically narrowed who has to actually file. Under an interim final rule published March 26, 2025, only entities formed outside the United States that are registered to do business in a U.S. state or tribal jurisdiction ("foreign reporting companies") currently have to submit Beneficial Ownership Information (BOI). Domestic LLCs and corporations — the entities most readers of this page are running — are, for now, exempt. Federal Register, 90 Fed. Reg. 13688 (Mar. 26, 2025).
That said, this area has moved fast and could move again: the rule is still classified as interim (a permanent final rule was sent to OMB in June 2026 but had not been finalized as of this writing), and litigation over the underlying CTA is still working through several federal circuit courts. Treat everything below as the current state of play, not a permanent guarantee — check fincen.gov/boi directly before making a filing decision, and talk to counsel if your company has any foreign ownership, foreign registration, or other cross-border complexity.
This page is the quick-reference hub for BOI/CTA questions: who currently has to file, the deadlines that apply to them, which entities are exempt, and what happens if a required filer doesn't comply. If you want the full legislative history, the definitions of "beneficial owner" and "substantial control," and a clause-by-clause walkthrough of the original 2024 rule, see our companion deep dive: Corporate Transparency Act (CTA) Definitive Guide. If you just want a fast answer for your specific entity, use the BOI/CTA Eligibility Quiz below.
Who Has to File a BOI Report Right Now?
As of the March 2025 rule, "reporting company" means only:
- A corporation, LLC, or other entity formed under the law of a foreign country, and
- That has registered to do business in any U.S. state or tribal jurisdiction by filing a document with a secretary of state or similar office.
If your LLC or corporation was formed in the United States, you are not currently a "reporting company" under this definition — full stop, regardless of your revenue, employee count, or industry. FinCEN also removed the obligation for foreign reporting companies to disclose beneficial owners who are U.S. persons; only their non-U.S. beneficial owners need to be reported.
Not sure which bucket you're in — especially if you have foreign founders, a foreign parent entity, or you registered as a foreign entity to do business in a U.S. state? Run through the BOI/CTA Eligibility Quiz for a plain-language read on your situation.
Deadlines for Entities That Do Have to File
- Registered to do business before March 26, 2025: the initial BOI report was due by April 25, 2025.
- Registered to do business on or after March 26, 2025: the initial BOI report is due within 30 calendar days of receiving notice that the registration is effective.
- Updates and corrections: if previously reported information changes or was inaccurate when filed, an updated or corrected report is generally due within 30 calendar days of the change or of discovering the inaccuracy. 31 C.F.R. § 1010.380(a)(2)–(3).
These dates apply to the narrower pool of foreign reporting companies described above. If you formed your company in the U.S. and haven't registered as a foreign entity anywhere else, none of these deadlines currently apply to you.
Exemptions
Because "reporting company" now excludes every domestic entity by definition, the 23 categories of exempt entities that FinCEN listed in the original 2024 rule (banks, credit unions, public utilities, large operating companies, tax-exempt entities, and so on) are mostly academic for U.S.-formed businesses today — you're exempt either way. They still matter if you're evaluating a foreign entity's filing obligation, since those same 23 exemption categories continue to apply on top of the narrowed "foreign reporting company" definition. The full list and the "large operating company" carve-out (20+ full-time U.S. employees, a U.S. operating presence, and over $5 million in U.S.-source gross receipts) are detailed in our Corporate Transparency Act Definitive Guide.
Penalties for Non-Compliance
The CTA's penalty provisions were not repealed — they simply apply to a much smaller population now (foreign reporting companies, and individuals who willfully cause a reporting failure). As of 2026:
- Civil penalty: an inflation-adjusted daily penalty for continued violations — figures reported in recent 2026 sources cluster around $590–$610 per day. This figure adjusts periodically under the Federal Civil Penalties Inflation Adjustment Act, so confirm the exact current amount at fincen.gov/boi before relying on it.
- Criminal penalty (willful violations): a fine of up to $10,000, imprisonment of up to 2 years, or both.
- Unauthorized disclosure or use of BOI (a separate violation, aimed mainly at those with authorized access to the database) carries steeper criminal exposure — up to 5 years' imprisonment and fines up to $250,000.
Again, none of this currently reaches a U.S.-formed LLC or corporation that hasn't also registered as a foreign entity elsewhere.
Why the Rule Changed — and Why It Might Change Again
The CTA became law in 2021 and FinCEN's original rule (effective January 1, 2024) required nearly every domestic LLC and corporation to report beneficial ownership information, subject to 23 narrow exemptions. After legal challenges and a change in enforcement posture, Treasury published an interim final rule on March 26, 2025, that removed the reporting requirement for U.S. companies and U.S. persons entirely, leaving only foreign reporting companies in scope.
That interim rule is still working its way toward permanent, finalized status, and constitutional challenges to the underlying CTA are still pending in multiple federal circuits, with petitions for U.S. Supreme Court review filed by trade associations. Because the legal landscape here has shifted more than once already, we'd rather send you to the primary source than risk stale advice: bookmark fincen.gov/boi and check it before any filing deadline, and loop in your attorney or accountant if your ownership structure touches a foreign jurisdiction.
Where to Go Next
- BOI/CTA Eligibility Quiz — answer a few questions to get a plain-language read on whether your specific entity currently has a filing obligation.
- Corporate Transparency Act (CTA) Definitive Guide — the full legal explainer: beneficial ownership and substantial control definitions, the original 23 exemption categories, FinCEN identifiers, and company-applicant rules.