If you formed an LLC or corporation in the last few years, you’ve probably heard you need to file a Beneficial Ownership Information (BOI) report with FinCEN under the Corporate Transparency Act. That was true, until it wasn’t. Here’s what actually changed, and what it means for your business today.
What the Corporate Transparency Act originally required
When the CTA took effect, it required most U.S. companies, corporations, LLCs, and similar entities, to report information about the individuals who own or control them to the Financial Crimes Enforcement Network (FinCEN). The goal was to make it harder to use shell companies to hide money laundering, fraud, and other financial crimes. Millions of small businesses fell under the rule, with steep penalties threatened for noncompliance.
What changed in March 2025
After a wave of litigation challenging the CTA’s constitutionality, the U.S. Department of the Treasury announced it would not enforce BOI reporting or penalties against U.S. citizens or domestic reporting companies. FinCEN followed with an interim final rule, effective March 26, 2025, that narrowed the definition of reporting company to cover only foreign entities registered to do business in a U.S. state or tribal jurisdiction. In plain terms: if your business was formed in the United States, you and your company are now exempt from BOI reporting, along with your beneficial owners.
Who still has to file
The exemption doesn’t apply to everyone. Foreign entities that register to do business in the U.S. still qualify as reporting companies and must file, though on adjusted timelines.
Entities Registered Before March 26, 2025
These companies had until April 25, 2025 to file their initial BOI report.
Entities Registering On or After March 26, 2025
These companies have 30 days from the date their registration becomes effective to file.
Notably, even these foreign reporting companies no longer need to report U.S. persons as beneficial owners, and U.S. persons don’t need to provide BOI information related to any reporting company they own.
Why this matters even if you’re exempt
This area of law has already shifted more than once in a short period, through both litigation and agency rulemaking, and it could shift again. If you already filed a BOI report before the rule changed, that filing isn’t automatically withdrawn, you don’t need to take action to undo it, but you also shouldn’t assume your obligations are frozen in time based on something you read a year or two ago.
What you should do
Confirm your current filing status directly rather than relying on outdated articles. If you’re a domestic company, you very likely have no BOI filing obligation right now. If you have any foreign ownership or registration involved, or you’re unsure how your entity is classified, that’s worth a short conversation.
Petry Tax & Advisory helps individuals and businesses in Houston, the Woodlands, and Denver stay compliant as tax and reporting rules evolve. If you’re not sure where your business stands on BOI reporting or any other compliance question, schedule a consultation and we’ll walk through it with you.
This post is for general informational purposes only and does not constitute legal or tax advice. Consult with a qualified professional about your specific situation.
lucy.petry@petrylawfirm.com
