Beneficial Ownership Information Reporting
Beneficial ownership information reporting requirements changed substantially in 2025. Under FinCEN’s interim final rule issued March 26, 2025, entities created in the United States and their beneficial owners are exempt from beneficial ownership information reporting under the Corporate Transparency Act.
125 E. 3rd Street, Suite 100, Rochester, MI 48307 · The Private Firm, PLLC
Current federal BOI reporting status
Certain entities formed under foreign law and registered to do business in the United States may still qualify as reporting companies. Those organizations should review the current FinCEN requirements, applicable exemptions, and filing deadlines before deciding whether a report is required.
Who may still have a reporting obligation?
A foreign reporting company may have a filing obligation when it was formed under the law of another country and later registered to conduct business in a United States state or Tribal jurisdiction. Whether an organization must report depends on its formation, registration, and eligibility for an exemption.
- Domestic corporations and limited liability companies are exempt under the current federal rule.
- Domestic beneficial owners are not required to file solely because they own or control a domestic entity.
- Certain foreign formed entities registered in the United States may remain subject to reporting.
- Federal guidance can change, so organizations should confirm the current rule before acting.
What information may a foreign reporting company need?
When a foreign reporting company is required to file, FinCEN may require identifying information about the company and certain reportable beneficial owners. The exact information and deadline depend on the organization’s circumstances and the rules in effect at the time of filing.
Businesses should not submit personal information or identification documents until they have confirmed that a filing obligation exists and that they are using FinCEN’s official reporting system.
What should business owners do now?
First, determine where the entity was legally formed. A company formed under United States law is treated differently from an entity formed abroad and later registered here. Second, review FinCEN’s current guidance and exemptions. Third, preserve corporate records showing the basis for the organization’s conclusion.
Owners who previously filed a BOI report should continue to protect any confirmation records and sensitive information associated with the filing. Questions involving ownership changes, foreign entities, reorganizations, or unusual control rights may require individualized analysis.
How The Private Firm can help
The Private Firm advises business owners and leadership teams on entity formation, governance, ownership structures, regulatory questions, and risk management. We can help an organization evaluate whether it may fall within the current definition of a foreign reporting company and identify the records needed for an informed decision.
Frequently asked questions
Do domestic LLCs need to file a BOI report?
Under FinCEN’s current interim final rule, entities created in the United States are exempt from BOI reporting.
Can a foreign company still be required to report?
Yes. Certain entities formed under foreign law and registered to do business in the United States may remain reporting companies unless an exemption applies.
Where should a company confirm the current rule?
Review the official FinCEN beneficial ownership information page before filing or providing personal information.
This page provides general information and is not legal advice. Federal requirements and agency guidance may change.