If you own an LLC, you have likely heard about the Corporate Transparency Act and BOI reporting. Here is the 2025 reality in plain English so you can stop guessing and stay compliant.
2025 Snapshot: Do U.S. LLCs still have to file BOI?
No. As of March 26, 2025, FinCEN changed the rule. Companies created in the United States are exempt from filing beneficial ownership information with FinCEN. Only certain foreign companies that register to do business in a U.S. state still have to report, on new timelines. If your LLC was formed in any U.S. state, you currently do not need to file a BOI report with FinCEN.
Who still reports in 2025?
Only entities formed under foreign law that register to do business in a U.S. state or tribal jurisdiction, and that do not qualify for an exemption. These are now the only “reporting companies” under the interim rule.
Deadlines for foreign reporting companies:
- Registered before March 26, 2025: file by April 25, 2025.
- Registered on or after March 26, 2025: file within 30 calendar days after registration becomes effective.
What counts as a “beneficial owner” if you do have to file?
FinCEN uses two tests. A beneficial owner is any individual who:
- Owns or controls at least 25 percent of the company, or
- Exercises substantial control over the company.
- FinCEN’s rule explains both terms in detail.
What you file in a BOI report (foreign reporting companies only)
- Company info: legal name, DBAs, jurisdiction, address, Tax ID.
- Beneficial owners: full name, date of birth, address, ID number, and issuing jurisdiction, plus an image of the ID if required.
- Company applicants: required only in specific cases under the current rule; check the latest FinCEN guidance before filing.
- Use FinCEN’s BOI e-filing portal and the small entity guide for step-by-step help.
Changes, court cases, and why this shifted
Courts challenged the CTA in 2024 and early 2025. FinCEN then issued an interim final rule in March 2025 that removed BOI reporting for U.S. companies and U.S. persons and set new, limited obligations only for covered foreign companies. Expect more updates as litigation and rulemaking continue.
Watch out for scams!
FinCEN warns about fake letters, emails, and QR codes asking you to “pay a BOI filing fee” or complete forms FinCEN does not use. There is no fee to file directly with FinCEN. Verify any message before acting.
Quick decision map for 2025
- My LLC was formed in a U.S. state.
- You are exempt from BOI filing under the current rule. Save this guide and monitor updates.
- My company was formed abroad and registered to do business in a U.S. state.
- You may be a reporting company. Check exemptions and deadlines above, then file via FinCEN’s portal.
- Not sure if an exemption applies.
- Review FinCEN’s FAQ list of 23 exemptions and the Small Entity Compliance Guide.
Simple compliance checklist
- Confirm where your company was formed.
- If formed in the U.S., note your current exempt status and keep records.
- If formed abroad and registered in the U.S., check exemptions, then gather owner IDs and file by your deadline.
- Set a quarterly reminder to recheck FinCEN’s BOI page for updates, since rules can change.
Final Thoughts
In 2025, BOI reporting is off the plate for U.S.-formed LLCs, which removes a major headache for small business owners. If you operate a foreign-formed entity in the U.S., though, you still have a filing job and a deadline. The safest move is to confirm your status now, bookmark FinCEN’s BOI page, and keep clean ownership records in case rules shift again. Staying organized today saves you stress later.
