New FinCEN Beneficial Ownership Reporting Rules (2025 Guide)
Introduction
Beneficial ownership means the person or people who ultimately own or control a company, even if their names don’t appear on official records.
In 2025, small businesses across the U.S. are facing new compliance duties under the Corporate Transparency Act (CTA). The Financial Crimes Enforcement Network (FinCEN) now requires most companies to file beneficial ownership information (BOI) reports. The goal is to make it harder for bad actors to hide behind anonymous shell companies.
This guide walks you through who must file, what information to include, deadlines, exemptions, and the penalties for missing the mark.
1. Who Must File Under the New FinCEN Rules?
Most U.S. corporations, LLCs, and similar entities formed or registered to do business in the U.S. must file BOI reports.
Covered entities include:
- LLCs and corporations created by filing with a state.
- Foreign companies registered to operate in the U.S.
- Certain partnerships, trusts, and similar legal entities.
💼 Example: If you formed your small business as an LLC in Texas in 2023, you must file a report—even if you’re the sole owner.
See How to Form an LLC in Texas (2025 Step-by-Step Guide) for related setup rules.
2. Who Is Considered a “Beneficial Owner”?
A beneficial owner is anyone who owns at least 25% of the company or exercises substantial control over it.
Beneficial owners can include:
- Direct shareholders.
- Individuals who indirectly control voting rights.
- Senior officers or those with significant decision-making power.
📌 Tip: Ownership isn’t just about stock—it can also be about influence or control.
3. What Information Must Be Reported?
You must provide details about your company and each beneficial owner.
Required information includes:
- For the company: Legal name, trade names, address, jurisdiction, and taxpayer ID.
- For each beneficial owner: Full name, date of birth, residential address, and a government-issued ID (with a scan).
⚠️ Legal Warning: Submitting false information can lead to criminal penalties, including fines up to $10,000.
4. Filing Deadlines for 2025
Deadlines depend on when your company was formed.
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Formed before January 1, 2024 → File by January 1, 2025.
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Formed between January 1, 2024 and December 31, 2024 → File within 90 calendar days of creation or registration.
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Formed on or after January 1, 2025 → File within 30 calendar days of creation or registration.
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Updates or corrections → File within 30 days of the change.
🛠 Resource: FinCEN BOI Filing Portal — as of August 2025.
5. Are Any Companies Exempt?
Yes—there are 23 categories of exempt entities under the CTA.
Common exemptions include:
- Publicly traded companies.
- Banks and credit unions.
- Certain nonprofits.
- Large operating companies (20+ employees, $5M+ annual revenue, and a physical U.S. office).
🧠 Clarification: Even if exempt, you may still need to file other federal or state reports.
6. Penalties for Noncompliance
Missing deadlines or filing false information can trigger severe penalties.
Possible consequences:
- Civil penalties: $500 per day of violation.
- Criminal penalties: Up to $10,000 in fines and/or two years in prison.
⚠️ Legal Warning: Penalties apply to both the business and individuals responsible for filing.
See Understanding Annual Reports and Statements of Information for related compliance considerations.
7. How to Prepare and File Your Report
Gather required information early and use the FinCEN portal to submit.
Steps:
- Identify all beneficial owners and company applicants.
- Collect personal and company information.
- Log into the FinCEN BOI Filing Portal.
- Submit your report and save confirmation.
📌 Tip: Keep records updated—changes must be reported within 30 days.
FAQ
Q1: Do all LLCs have to file a beneficial ownership report?
Yes, unless your LLC falls into one of the 23 exempt categories under the CTA.
Q2: What happens if I miss my BOI filing deadline?
You could face daily fines and, in severe cases, criminal charges.
Q3: Can I update my report later?
Yes, but you must file any changes within 30 days.
Q4: Does this apply to foreign companies?
Yes, if they’re registered to do business in the U.S.
📌 Conclusion
Key Takeaways:
- Most U.S. businesses must file beneficial ownership reports with FinCEN starting in 2024.
- Beneficial owners include those with 25%+ ownership or substantial control.
- Deadlines depend on your formation date, with updates required within 30 days.
- There are significant penalties for noncompliance.
- Preparation now will save you fines later.
If you need legal guidance on New FinCEN Beneficial Ownership Reporting Rules, book a consultation with The Law Spot today: Schedule Here.
Last Updated: August 25, 2025