Updated Beneficial Ownership Information Report (BOIR) Requirements

As of January 1, 2024, new federal regulations under the Corporate Transparency Act (CTA) introduced requirements for many entities doing business in the United States to report beneficial ownership information. However, significant updates, particularly in early 2025, have altered the scope of these requirements.

Key Changes to BOIR Filing as of March 26, 2025:

Exemption for U.S. Entities
FinCEN issued an interim final rule on March 26, 2025, exempting all entities created in the United States (including those previously known as “domestic reporting companies”) and their beneficial owners from the requirement to report beneficial ownership information (BOI). This change aims to reduce the regulatory burden on U.S. small businesses.

Focus on Foreign Companies
The BOIR requirement now primarily applies to foreign entities that are formed under the law of a foreign country and have registered to do business in any U.S. State or Tribal jurisdiction by filing a document with a secretary of state or similar office.

No Reporting for U.S. Persons as Beneficial Owners of Foreign Companies
Even for foreign reporting companies, there is no requirement to report any U.S. persons as beneficial owners, and U.S. persons are not required to provide BOI for such entities if they are beneficial owners.

Deadlines for Foreign Reporting Companies:

Registered before March 26, 2025
Foreign reporting companies registered to do business in the United States before March 26, 2025, must file their initial BOI reports by April 25, 2025.

Registered on or after March 26, 2025
Foreign reporting companies registered to do business in the United States on or after March 26, 2025, have 30 calendar days to file an initial BOI report after receiving notice that their registration is effective.

Information Generally Required (for entities that still need to file)
For foreign reporting companies that are still required to file, the following information is generally needed.
For the Reporting Company:

• Legal name
• Any trade names, “Doing Business As” (DBA), or “trading as” names
• Current street address of its principal place of business
• Jurisdiction of formation or registration
• Taxpayer Identification Number (TIN)

For Beneficial Owners (excluding U.S. persons):

• Full legal name
• Date of birth
• Residential address
• An identifying number from an acceptable identification document (e.g., non-expired U.S. driver’s license, U.S. passport, or a state/tribal issued identification document)
• An image of the identification document used.

Important Considerations:
No Fee
There is no fee to file a BOIR directly with FinCEN.

Penalties for Non-Compliance
For entities that are still required to file and fail to do so, substantial civil and potential criminal penalties can apply for willful violations.

Beneficial Owner Definition
A “beneficial owner” is an individual who directly or indirectly exercises substantial control over a reporting company or owns or controls at least 25% of its ownership interests.

Evolving Regulations
The BOIR requirements have undergone several changes due to legal challenges. It is critical to stay updated with FinCEN’s official guidance, as further modifications may occur.

If you’re concerned that the BOIR might affect you, please call us today at (720) 878-2280, and we’ll help you determine how you might need to comply.