Do I need to file a BOIR?
After FinCEN’s March 2025 interim final rule, US-formed companies and US persons no longer need to file a Beneficial Ownership Information Report. Foreign reporting companies still do.
If your company was formed in the US, you almost certainly no longer need to file a BOIR. FinCEN removed the requirement for domestic reporting companies and US persons in March 2025. Foreign companies registered to do business in the US still must file — but even they don’t report US persons as beneficial owners.
What is a BOIR?
The Beneficial Ownership Information Report (BOIR) is a filing the Financial Crimes Enforcement Network (FinCEN) originally required under the Corporate Transparency Act. It identifies the real human beings who own or control a business — so shell companies can’t be used to hide illicit activity.
A “beneficial owner” is anyone who...
- Owns 25% or more of the company, OR
- Exercises substantial control (senior officers, decision-makers).
Under the current rule, it applies to...
- Foreign-formed entities registered to do business in the US
- Their non-US beneficial owners only (US persons are excluded)
What changed in 2025
The CTA has been on a rollercoaster since it took effect. Here’s how we got to the current rule.
FinCEN begins accepting BOIRs from most US-formed LLCs and Corporations.
A series of injunctions and stays create months of uncertainty about who must file.
The US Treasury Department announces it will no longer enforce the CTA against US citizens or domestic reporting companies.
The rule removes the BOIR requirement for domestic reporting companies and US persons; foreign reporting companies remain in scope. Effective Mar 26, 2025.
The March 2025 rule is an interim final rule — FinCEN has left the door open to further changes and litigation is ongoing. Check FinCEN’s guidance before relying on any exemption for a specific filing.
Do you need to file today?
Match your company to one of the situations below.
You don’t need to file
- Your LLC or Corporation was formed in a US state or tribal jurisdiction
- You’re a US person (citizen, permanent resident, or entity formed in the US) who is a beneficial owner of any company
- You already filed a BOIR before March 2025 — no further updates required for domestic reporting companies
You do need to file
- Your company was formed under the laws of a foreign country
- AND it’s registered to do business in a US state or tribal jurisdiction
- AND it has at least one non-US beneficial owner (US-person owners are excluded from reporting)
What information is reported (if you’re required)
Foreign reporting companies submit two categories of data — about the company and about each non-US beneficial owner.
About the company
- Legal name and any trade names (DBAs)
- Current US street address
- Jurisdiction of formation (foreign) and US state of registration
- IRS Taxpayer Identification Number (EIN) or foreign tax ID
About each non-US beneficial owner
- Full legal name
- Date of birth
- Current residential address
- A unique ID number from a foreign passport, plus an image
- US persons are excluded from beneficial-owner reporting under the IFR
Deadlines for foreign reporting companies
Domestic reporting companies no longer have deadlines. The dates below apply only to foreign-formed entities registered in the US.
30-day catch-up window from the IFR’s effective date.
From the date the US state confirms your foreign registration.
Address moves, ownership changes, and new ID documents all trigger updates.
Penalties for the still-in-scope
Only foreign reporting companies face these
Penalties apply to willful failure to report, willful provision of false information, and willful failure to update changes within 30 days. Domestic reporting companies and US persons are outside the scope of these penalties under the current rule.
We track the rule so you don’t have to.
The CTA is still in flux. If FinCEN changes course again — or if you register a foreign entity in the US — Auto-Compliance handles any BOIR filing that becomes required, alongside your annual reports and franchise taxes.