Most U.S. Businesses No Longer Need to Report Beneficial Ownership Info
If you’re a small business owner or help people form LLCs and corporations, you’ve probably heard about the new Corporate Transparency Act (CTA). It was supposed to require most companies to report who actually owns or controls them — this is called Beneficial Ownership Information, or BOI.
But in a surprising move, the U.S. Treasury just made a huge change. You can read the full text of the Interim Regulation here.
🛑 Domestic Companies Are Now Exempt from BOI Reporting
Here’s the big headline: If your business is formed in the U.S., you no longer have to file a BOI report with FinCEN.
This new rule means corporations, LLCs, and similar businesses created by filing with a state (like Delaware, Wyoming, or Florida) do not need to:
- Report their owners to the government
- Update reports if ownership changes
- Worry about BOI deadlines (for now)
While there were exemptions under the original rules, some 33 million businesses were originally required to report. This is a major shift from the original rules, which required almost every business formed in the U.S. to report BOI to FinCEN starting in 2024.
🌍 Foreign Companies Still Have to Report — But Not Everything
If your business is formed in another country but registered to do business in the U.S., you’re still required to file BOI. However, there are some key updates:
- You don’t need to report U.S. owners.
- U.S. owners don’t have to give their info to foreign companies anymore.
- If the only people who own your foreign company are U.S. citizens, then you may not need to file BOI at all.
There are also special rules for foreign investment vehicles (like certain types of funds), which are now only required to report non-U.S. persons who have control.
🗓️ New Deadline: What You Need to Know
For foreign companies that still need to file BOI:
- You now have 30 days from the date this new rule is published to submit your report.
- Or, if you register in the U.S. later, you’ll have 30 days from that registration date to file.
This gives foreign companies a little more breathing room to get their paperwork in order.
🤔 Why the Sudden Change?
This change didn’t come out of nowhere. A few things happened:
- Lawsuits challenged the CTA. Some courts blocked the rule, saying it went too far.
- The White House changed hands. President Trump’s new executive order focused on cutting red tape and helping small businesses.
- The cost was huge. The original rule would have cost U.S. businesses over $21 billion in the first year alone. Many of these businesses are small, family-run companies that aren’t doing anything shady.
The government decided that for most American businesses, the burden was too high and the benefits were too small.
✍️ Still Not Final — You Can Share Your Thoughts
This rule is temporary for now. It’s called an “interim final rule,” which means it goes into effect right away, but FinCEN is still collecting public comments for the next 60 days. After that, a permanent decision will be made.
✅ What This Means for You
- If you run a U.S.-based LLC or corporation — you’re off the hook for BOI reporting.
- If your business is formed outside the U.S. but does business here — you still have to file, but only for non-U.S. owners.
- Keep an eye on updates later this year, as the final rule is still coming.
Final Tip: Just because your business is exempt now doesn’t mean it will stay that way forever. If you’re unsure about your status, talk to a lawyer or compliance expert who can help you stay ahead of the rules.