March 24th, 2025 Update: FinCEN has significantly narrowed the scope of BOI reporting requirements. As of March 21st, the requirements now apply only to foreign entities registered to do business in the United States. U.S. companies are now exempt from BOI reporting requirements. This follows the previous suspension of requirements when FinCEN's BOI reporting was placed on hold as of December 27, 2024, due to a federal appeals court reinstating a nationwide injunction.

What companies are required to file? 

• Foreign Reporting Companies: The rule revises the definition of "reporting company" to mean only those entities formed under the law of a foreign country that 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.
• Exempt Companies: Entities previously known as "domestic reporting companies" are now exempt from BOI reporting requirements entirely. In addition, U.S. persons who are beneficial owners of foreign reporting companies are exempt from being reported and from having to provide such information to any foreign reporting company for which they are beneficial owners. The legislation also provides 23 exemptions from BOI reporting requirements, including but not limited to accounting firms, banks, certain financial institutions, certain tax-exempt entities, and large operating companies. Large operating companies are defined as those that meet all of the following requirements and are, therefore, exempt from BOI reporting:
  • Employ more than 20 full-time employees in the United States and
  • Have an operating presence at a physical office in the United States and
  • Reported gross receipts of over $5 million on the previous year's federal income tax or information return  

Who qualifies as a beneficial owner?  

A beneficial owner is typically an individual who either directly or indirectly possesses significant control or owns at least a 25% stake in a reporting company.   

What information is required to file?  

The reporting company will need to provide the following information for each beneficial owner:  

• Full legal name
• Date of birth
• Current address
• Unique identifying number from an approved ID such as a driver’s license or passport
• An image of their government-issued photo ID  

The company will also need to provide their legal name and any trade name, current address, jurisdiction of formation or registration, and taxpayer identification number.  

When is the deadline to file?  

• Foreign entities registered before the new rule: The filing deadline has been extended by 30 days for foreign entities that were registered to do business in the U.S. before the rule change.
• New foreign entity registrations: Foreign entities registering to do business in the U.S. in the future have 30 days to file an initial BOI report after receiving notice that their registration is effective.

The CTA still imposes severe penalties for non-compliance of up to $500 per day, capped at $10,000. Reporting companies are responsible for filing this information on FinCEN’s BOI e-filing website. There is no fee to file BOI reports. We recommend consulting with your attorney before filing.  

Beware of Scams 

FinCEN and the Better Business Bureau have issued warnings to the public about scams related to this reporting. You may be targeted by emails or mailings – do not respond or click on any links or QR codes.  

FinCEN will never reach out requesting information for your CTA filing. You are the one required to complete the filing online, and there is no filing fee for submitting a report to comply with the CTA. 

View an example of a recent mailing here. 

Seek Professional Advice  

We strongly recommend consulting your attorney to discuss the CTA and any reporting obligations you may have. Lutz can provide tax and other information to assist your legal counsel, but we cannot prepare BOI reports required by the CTA. If you have questions, please refer to our BOI page or contact your Lutz representative.