The Corporate Transparency Act (CTA) and Beneficial Ownership Information (BOI) have stayed essentially dead since its scope was drastically narrowed in March of this year.
Current BOI Reporting Scope
Under the most recent regulatory guidance, companies formed under U.S. law (“domestic reporting companies”) are not currently required to file BOI reports. This exemption applies broadly to corporations, LLCs, and other similar entities organized within the United States. There is no requirement for any U.S. company to file BOI reports.
However, the CTA still applies to “foreign reporting companies,” meaning entities formed under the laws of another country that are registered or authorized to do business in the U.S. This is a very narrow requirement, as most foreign companies do not register to do business in the U.S. but rather form a U.S. subsidiary for their U.S. operations. There is no requirement for a U.S. subsidiary of a foreign company to file BOI reports because all U.S. entities are exempt, including U.S. companies that are owned by foreign individuals or foreign entities. Only foreign companies that have directly registered to do business in the U.S. continue to have BOI reporting obligations.
Filing Timing and Documentation
Foreign reporting companies—entities formed under the laws of another country and registered to do business in a U.S. state or tribal jurisdiction—are currently required to submit a BOI report. The report must be filed within 30 calendar days of the date on which the entity receives notice that its U.S. registration is effective. Required information includes:
- Legal name and any trade or “doing business as” names
- Principal U.S. business address
- Foreign jurisdiction of formation and U.S. registration jurisdiction
- U.S. EIN or foreign tax identification number
- Identification details for individuals meeting the definition of a beneficial owner
Entities with changes in ownership, control, or registration status should evaluate whether those changes affect reporting obligations.
For U.S. companies that previously submitted BOI reports, FinCEN Director Andrea Gacki stated that the agency intends to dispose of data that is no longer legally required to be filed once a final rule is issued. This statement was made during her testimony on September 9, 2025, before the House Financial Services Subcommittee on National Security, Illicit Finance, and International Financial Institutions.
For additional federal guidance, definitions, and filing-related FAQs, visit the official FinCEN resource page: https://www.fincen.gov/boi-faqs
For questions or for assistance with compliance matters related to business entity formation, registration, or documentation, contact our office at (714) 619-9360.