BOI Reporting — What LLC Owners Need to Know
As of March 2025, most U.S.-formed LLCs are no longer required to file Beneficial Ownership Information (BOI) reports. FinCEN's interim final rule issued in March 2025 exempted all domestic reporting companies and U.S. citizens from BOI filing requirements. If you formed your LLC in any U.S. state, you are currently exempt. Only certain foreign entities registered to do business in the U.S. are still required to file. ZenBusiness does not file BOI reports on your behalf — this is a federal requirement filed directly with FinCEN.
What Is BOI Reporting?
BOI reporting is a federal requirement under the Corporate Transparency Act (CTA), a law passed in 2021 that took effect on January 1, 2024. The law requires certain companies to disclose information about their beneficial owners — the people who ultimately own or control the business — to the Financial Crimes Enforcement Network (FinCEN), a bureau of the U.S. Department of the Treasury.
A beneficial owner is anyone who:
- Owns 25% or more of the company, OR
- Exercises substantial control over the business (senior officers like CEO, CFO, COO, or general counsel qualify regardless of ownership percentage)
The goal of the CTA is to prevent money laundering, fraud, and other financial crimes by creating a national registry of who actually owns American businesses.
Important: BOI reporting is entirely separate from state filings like annual reports. Filing an annual report with your state does NOT satisfy your BOI obligation, and vice versa.
Do I Need to File a BOI Report?
For most customers: No, you do not need to file.
In March 2025, FinCEN issued an interim final rule that narrowed BOI filing requirements significantly:
| Company Type | Current Requirement |
|---|---|
| LLC or corporation formed in any U.S. state | Exempt — no filing required |
| U.S. citizens and residents (as beneficial owners) | Exempt — no filing required |
| Foreign entities registered to do business in the U.S. | Still required to file |
FinCEN has confirmed it will not enforce penalties against U.S. domestic companies or their U.S. citizen beneficial owners under the current rule.
What if you already filed? No action needed. Your filing remains on record with FinCEN, and you don't need to withdraw it. You are not penalized for having filed.
Background: What Changed?
The BOI requirements went through several major changes:
January 1, 2024 — Corporate Transparency Act took effect. Most LLCs and corporations formed before this date had until January 1, 2025 to file. New companies had 30–90 days from formation.
Late 2024 — Multiple federal courts challenged the law's constitutionality, creating widespread uncertainty about enforcement. FinCEN delayed enforcement deadlines repeatedly as litigation progressed.
March 2025 — FinCEN issued an interim final rule permanently exempting U.S. domestic companies and U.S. persons from the reporting requirement. The requirement was narrowed to apply only to certain foreign entities.
The Corporate Transparency Act itself was not repealed — the exemption exists at the regulatory level. FinCEN has indicated it plans to issue a revised final rule, which could change requirements again.
Who Still Needs to File?
Only foreign entities registered to do business in the U.S. remain subject to BOI filing under the current interim rule:
- Foreign entities registered to do business in the U.S. before March 26, 2025 must file by April 25, 2025
- Foreign entities registered on or after March 26, 2025 have 30 calendar days from receiving confirmation that their registration is effective
If you formed your LLC in a U.S. state (Delaware, Texas, California, Wyoming, etc.), you are not a foreign entity and are currently exempt.
What Information Is Required (for Those Who Must File)?
If you are subject to BOI filing, the report requires:
Company information:
- Legal business name and any DBAs (trade names)
- Principal U.S. business address
- State or tribal jurisdiction of formation
- EIN or other Taxpayer Identification Number
Beneficial owner information (for each beneficial owner):
- Full legal name
- Date of birth
- Residential address (business addresses are not accepted for individuals)
- Government-issued photo ID number (passport, driver's license) plus a copy of the ID
Updates: If any of this information changes (e.g., a beneficial owner moves or an ownership percentage changes), an updated report must be filed within 30 days of the change.
Filing: Reports are filed for free at fincen.gov/boi. There is no government fee to file.
Does ZenBusiness File BOI Reports?
No. ZenBusiness does not file BOI reports on behalf of customers. BOI is a federal requirement filed directly with the U.S. Treasury (FinCEN), not a state filing. ZenBusiness handles state business formation filings, registered agent services, annual reports, and amendments — all of which are state-level obligations. BOI is outside that scope.
If you are a foreign entity still required to file, you must file directly at fincen.gov/boi.
Frequently Asked Questions
Is BOI reporting the same as an annual report?
No — these are completely separate requirements from different government agencies. An annual report is a state-level filing that keeps your LLC in good standing with your state (filed with the Secretary of State's office). A BOI report is a federal filing with the U.S. Treasury (FinCEN) that discloses your ownership structure. Filing one does not satisfy the other. For most domestic LLCs, annual reports are still required; BOI reports are currently exempt.
My LLC was formed in 2024. Do I need to file retroactively?
As of March 2025, no. The interim final rule that exempted U.S. domestic companies applies even if your LLC was formed during the period when BOI was originally required (2024 through early 2025). FinCEN will not enforce penalties against domestic companies for not filing during that period.
Could these rules change back?
Yes, it's possible. The March 2025 exemption is an interim final rule — FinCEN has stated it will issue a revised final rule at a future date. The Corporate Transparency Act itself is still law; only the enforcement rule changed. Monitor fincen.gov/boi for updates if your business situation is complex (foreign ownership, foreign entity involvement) or if you want to stay current on any future changes.
What happens if I don't file and I'm a foreign entity that should file?
Foreign entities that are required to file and miss the deadline can face civil penalties of up to $591 per day and criminal penalties for willful violations. If you believe you may be a foreign entity subject to BOI requirements, consult with a business attorney and file promptly at fincen.gov/boi.
My company has multiple owners. Do all of them need to be reported?
For entities required to file: yes, all beneficial owners who own 25% or more OR exercise substantial control must be reported. This means a company with five equal owners (each at 20%) would still need to report any owner who exercises substantial control over operations, even without the 25% ownership threshold. For domestic U.S. companies, this is currently moot due to the exemption.
Stay current: Check fincen.gov/boi for the most up-to-date BOI requirements — this is an area where rules have changed multiple times.