What is BOI Report (FinCEN)?

How it works

The Corporate Transparency Act (CTA), enacted in 2021 and effective from 1 January 2024, requires most US-formed entities (and foreign entities registered to do business in the US) to file a Beneficial Ownership Information (BOI) report with the Financial Crimes Enforcement Network (FinCEN). The report goes to a non-public federal database accessible to law enforcement and (in limited circumstances) financial institutions.

The deal: every "reporting company" must identify its beneficial owners — natural persons who either:

1. Own or control 25% or more of the entity's ownership interests, OR
2. Exercise substantial control over the entity (senior officer, controlling director, decision-maker over major matters).

For each beneficial owner, the report includes: full legal name, date of birth, residential address, and an identifying document (passport, driver's licence, etc.) with image upload.

Who must file

Reporting companies include:

• Domestic reporting companies — corporations, LLCs, and other entities created by filing with a US state Secretary of State or similar.
• Foreign reporting companies — non-US entities registered to do business in any US state.

23 categories of exemption (mostly large operating companies, regulated financial institutions, public companies — none of which apply to typical small LLCs).

Foreign-owned single-member LLCs (the standard non-resident structure) are squarely in scope with no exemption.

Deadlines

• Existing entities (formed before 1 January 2024): had until 1 January 2025 to file (extended deadlines applied during litigation).
• Entities formed during 2024: 90 days from formation.
• Entities formed from 1 January 2025: 30 days from formation.
• Updates (change in beneficial owner, address, etc.): 30 days from the change.

CTA litigation status

The CTA has been the subject of intense litigation since 2024:

• NSBA v. Yellen (March 2024) — Alabama district court ruled CTA unconstitutional, but only as to NSBA members.
• Texas Top Cop Shop v. Garland (December 2024) — Texas Eastern District granted nationwide preliminary injunction.
• Series of stays, appeals, and FinCEN guidance shifts through 2024-2025.

As of early 2026, BOI reporting is enforced for most reporting companies but the legal landscape remains fluid. Verify current FinCEN guidance before relying on either side of the rule.

Examples

• French founder forms a Wyoming LLC in March 2025. New entity formed after 1 January 2025 → 30-day BOI deadline. Files within the window: founder is the beneficial owner (100% interest + substantial control). One BO entry submitted with passport image.
• US founder forms a Delaware C-corp with 5 cofounders, none holding 25%. No 25%+ owner, so the "ownership" test produces no BOs. But the substantial control test catches each cofounder who is a senior officer or controlling director. Likely 5 BO entries.

Common mistakes

• Treating BOI as IRS filing. It's FinCEN, not IRS — different agency, different system, separate filing portal at boiefiling.fincen.gov.
• Missing the 30-day update deadline on changes. Address moves, ownership changes, new senior officers — all need BOI updates within 30 days.
• Ignoring the substantial-control test. Even with no 25%+ owner, senior officers and controlling directors are still BOs.
• Believing CTA was struck down. The litigation has been complex; injunctions have been narrowed, lifted, and re-issued. Filing remains the prudent default for most entities.