BOI Reporting Requirements and What to Know About Deadlines and Fines

After a short reprieve from the requirement to file a beneficial ownership information report (BOIR) with the federal government, most businesses are again mandated to comply with the reporting obligations under the Corporate Transparency Act (CTA).

The U.S. District Court for the Eastern District of Texas ruled to reinstate the BOIR requirement on February 18, 2025, and FinCEN announced it has set a March 21, 2025, deadline for most reporting companies to file their initial BOIR if they haven’t yet done so.

With sensitivity to the regulatory burden on businesses, FinCEN has said it will assess its options to further modify deadlines, while prioritizing reporting for entities that pose the greatest national security risks. FinCEN also stated it intends to develop a process for revising the BOI reporting rule to reduce the burden on the many U.S. small businesses that are lower-risk entities.

Breaking Down the New BOI Report Due Dates

Initially, all existing companies created or registered before January 1, 2024, to do business in the U.S. had until January 1, 2025, to file a BOI report, and those formed in 2024 had 90 days after their effective date to submit their report. But those initial deadline rules ebbed and flowed as multiple court rulings resulted in an on-again/off-again situation regarding BOIR permanence. The wild ride and moving-target due dates have created confusion. Here’s a simple breakdown of the latest deadline schedule:

• Existing reporting companies created or registered on or before February 18, 2025, to do business in the U.S.: Initial report due date is March 21, 2025 (FinCEN says it will offer an update before this date about any further change, as it acknowledges some reporting companies may need more time to comply).
• New reporting companies created or registered after February 18, 2025, to do business in the U.S.: 30 days from their formation or registration.

Entities formed after February 18, 2025, have a 30-day window to submit an updated/corrected BOI report if their beneficial ownership information changes or they detect an error on their previously submitted report.

If a reporting company was granted a deadline later than March 21, 2025—e.g., if it qualified for a disaster relief extension—it has until that later deadline to issue its report. Also, reporting companies ruled to be not subject to BOIR (i.e., the National Small Business Association and its members and entities for which Isaac Winkles is the beneficial owner or applicant) remain exempt per a court ruling in March of 2024.

Beneficial Ownership Reporting Recap: Who Needs to File?

The beneficial ownership information reporting rule requires any domestic and foreign business entity that the Corporate Transparency Act defines as a “reporting company” to file a report disclosing information about their business entity, beneficial owners, and company applicants.

Reporting Company Definitions

Domestic reporting company: A corporation, LLC, or any business entity created through filing a registration document with a secretary of state (or similar) office under the law of a state or Indian tribe.

Foreign reporting company: A corporation, LLC, or other entity formed under the law of a foreign country that filed a document with a secretary of state or any similar office to register to do business in any U.S. state or tribal jurisdiction.

Sole proprietorships and partnerships that do not file registration paperwork with the state do not have to report their business ownership information. Also, The CTA distinguishes 23 types of companies that may qualify for an exemption from the reporting rule. Examples of exempt entities include banks, credit unions, insurance companies, tax-exempt entities, and large operating companies. The FinCEN website explains the criteria for qualifying for the specific exemption categories in detail.

Information Required When Filing a BOI Report

A reporting company must provide information about the entity, its beneficial owners, and its company applicants.

Reporting Company

• Full legal business name
• Any DBAs, fictitious names, trade names
• Complete U.S. address of the principal place of business
• Jurisdiction of formation or registration in the U.S. (state, tribal, or foreign)
• IRS Taxpayer Identification Number (e.g., EIN)

Beneficial Owners (Each individual with a controlling interest [at least 25%] or other substantial control [direct or indirect] over the entity)

• The person’s full legal name
• Date of birth
• Complete residential street address
• An identifying number from an acceptable identification document (e.g., passport, driver’s license) and the state or jurisdiction that issued the identification document (along with an image of the identification document)

Company Applicant (The individual who filed the business’s formation documents to legally create the entity)

• The person’s legal name
• Date of birth
• Residential street address
• An identifying number from an acceptable form of identification (e.g., driver’s license, passport) and the issuing state or jurisdiction of the identification document (along with an image of the identification document)

How to File a BOI Report

There is no cost to file a BOI report. Business owners can file their BOIR electronically using FinCEN’s BOI E-Filing website. Or they can engage a third party—such as an online business filings service, their accountant, or an attorney—to submit their BOI report on their behalf.

Failing to Comply May Have Significant Consequences

FinCEN announced in a press release on February 27, 2025, that it “will not issue any fines or penalties or take any other enforcement actions against any companies based on any failure to file or update beneficial ownership information (BOI) reports pursuant to the Corporate Transparency Act by the current deadlines.”

The bureau intends to issue an interim final rule by March 21, 2025, to establish new deadlines. It remains to be seen if, at that time, it will reinstate the lofty penalties for submitting a BOIR late, falsifying a report, or failing to submit one, which had been:

• Civil penalty of $606 per day of non-compliance
• Criminal fines up to $10,000, and/or up to a two-year prison sentence

Business owners who are unsure whether they must file a BOI report or what information they must disclose in the report should consider consulting their accountant or attorney.