Corporate Transparency Act and Beneficial Ownership Information Reporting

03/25/2025

Please note that the specific requirements may vary, and it's crucial to refer to the latest guidance and regulations provided by FinCEN for the most accurate and up-to-date information.

Important update regarding the Beneficial Ownership Information Reporting (BOIR) requirements.

FinCEN Removes Beneficial Ownership Reporting Requirements for U.S. Companies and U.S. Persons

All entities created in the United States — including those previously known as “domestic reporting companies” — and their beneficial owners are now exempt from the requirement to report beneficial ownership information (BOI) to FinCEN. Existing foreign companies that must report their beneficial ownership information have at least an additional 30 days from the date of publication of the Interim Rule 2025-05199.pdf

For details, see BOIR Immediate Release, March 21, 2025.

For more information and to file your report, visit the official website for FinCEN at https://www.fincen.gov/boi.

For assistance, contact FinCEN directly at https://www.fincen.gov/contact.

Alert: FinCen has learned of fraudulent attempts to solicit information from individuals and entities who may be subject to reporting requirements. See below for the scams identified by FinCen.

Federal Reporting Requirement

Enacted in 2021, the Corporate Transparency Act (CTA) was established to prevent individuals with malicious intent from benefitting from the ownership of their business entity to facilitate illegal activities and protect the U.S. national security, financial system, and economic integrity.

Who Has to Report?

Foreign Reporting Company

An entity that is a corporation, limited liability company, or any entity formed under the law of a foreign country and registered to do business in any state or Tribal jurisdiction by the filing of a document with a Secretary of State or similar office under the law of a state or Indian tribe, and that does not qualify for an exemption.

When Do I Report?

March 21, 2025

Reporting companies registered to do business in the United States before the date of publication of the IFR must file BOI reports no later than 30 days from that date.

Reporting companies registered to do business in the United States on or after the date of publication of the IFR have 30 calendar days to file an initial BOI report after receiving notice that their registration is effective.

What Information is Required to Report?

The report requests three types of information:

  1. Company Information:Basic business entity information such as the full legal name, including trade (Doing Business As also known as DBA) names, principal office address, jurisdiction of formation, and taxpayer identification number.

  2. Beneficial Owners:Provide the full legal name, date of birth, address, and the identifying number and image of a non-expired U.S. passport, state driver's license, or other eligible identification document for each individual identified as a beneficial owner.

    1. Beneficial Owners are defined as anyone with substantial control over the company or who owns or controls at least 25% or more of the ownership interests, or both.

      1. Substantial control indicators: Senior Officer, Appointment and/or Removal Authority, Important Decision Makes, and any catch-all substantial control.

      2. Ownership interest: equity, stock, or voting rights; a capital or profit interest; convertible instruments; options or other non-binding privileges to buy or sell any of the foregoing; and any other instrument, contract, or other mechanism used to establish ownership.

  3. Company Applicants (if applicable): Provide the full legal name, date of birth, address, and the identifying number and image of a non-expired U.S. passport, state driver's license, or other eligible identification document for each individual identified as company applicant.

    1. Company Applicants are individuals who are the direct filer or direct or controls the filing action that creates or registers the entity on behalf of the company for example attorneys, paralegals, accountants, etc. Only reporting companies created or registered on or after January 1, 2024 , will need to report their company applicants.

      1. Direct filer: This individual would have actually, physically, or electronically filed the document with the Secretary of State or similar office.

      2. Direct or controls the filing action: This Individual prepares the necessary documents to create the company and directs individual to file the documents.

    2. Company Applicants will have to identify and report to FinCEN. All company applicants must be individuals. Companies or legal entities cannot be company applicants. If there was more than one individual involved in the filing of the reporting company creation or first registration at the most there would be two company applicants reported. There are two categories of company applicants - the "direct filer" and the individual who "directs or controls the filing action."

FinCEN's Small Entity Compliance Guide provides flow charts, examples, and detailed information to help identify beneficial owners, types of ownership interest, substantial control indicators and company applicants - See Chapter 2 and 3.

Reporting Requirements Checklist

Reporting Company

  • Full legal name

  • Any trade names or "Doing Business As" (DBA) names

  • Current U.S. principal office address

  • State, Tribal, or foreign jurisdiction of formation

  • For a foreign reporting company only, State or Tribal jurisdiction of first registration

  • Internal Revenue Service (IRS) Taxpayer Identification Number (TIN) (including an Employer Identification Number (EIN))

    • If a foreign reporting company has not been issued a TIN, report a tax identification number issued by a foreign jurisdiction and the name of such jurisdiction.

Each Beneficial Owner and Company Applicant

  • Full legal name

  • Date of birth

  • Complete current address

  • Unique identifying number and issuing jurisdiction from, and image of, one of the following non-expired documents:

    • U.S. passport

    • State driver's license

    • Identification document issued by a state, local government, or Tribe

    • If an individual does not have any of the previous documents, foreign passport

Where Do I File?

File the Beneficial Ownership Information Report (BOIR) one of two ways - either as a PDF Download or Online.

Select the best filing method that works for you by visiting FINCEN's BOI E-Filing.

Filing help:

For questions, contact FinCen at https://www.fincen.gov/contact.

Scams Identified by FinCen

These fraudulent scams may include:

  • Correspondence requesting payment. There is NO fee to file BOI directly with FinCEN. FinCEN does NOT send correspondence requesting payment to file BOI. Do not send money in response to any mailing that claims to be from FinCEN or another government agency.
  • Correspondence that asks the recipient to click on a URL or to scan a QR code. Those e-mails or letters are fraudulent. Do not click any suspicious links or attachments or scan any QR codes in emails, on websites, or in any unsolicited mailings.
  • Correspondence that references a “Form 4022,” or an “Important Compliance Notice.” This correspondence is fraudulent. FinCEN does not have a “Form 4022.” Do not send BOI to anyone by completing these forms.
  • Correspondence or other documents referencing a “US Business Regulations Dept.” This correspondence is fraudulent; there is no government entity by this name.
If you receive any of the above correspondence (text, email, letters, etc.) they are not legitimate and can be ignored. For additional questions or assistance, contact FinCen at https://www.fincen.gov/contact.

FinCen Small Business Resources

Compliance Guide Translations

https://www.fincen.gov/boi/small-entity-compliance-guide

In languages: