Startup Law
Do I have to file a beneficial-ownership (BOI) report?
The Corporate Transparency Act requires certain companies to report their beneficial owners to FinCEN — but the rules changed sharply in 2025. Under FinCEN's interim final rule issued in March 2025, entities created in the United States and their beneficial owners are exempt from beneficial-ownership reporting; only certain foreign-formed entities registered to do business in the United States must file. This is a fast-moving area and a final rule is still expected, so verify current status before relying on it. Because this rule has changed repeatedly, this page is re-verified on a quarterly schedule.
What does the Corporate Transparency Act require?
Enacted to fight illicit finance, the CTA (31 U.S.C. Section 5336) requires covered companies to report their beneficial owners — generally anyone who owns 25% or more or exercises substantial control — to the Financial Crimes Enforcement Network (FinCEN).
It applies to many corporations and LLCs unless an exemption applies.
What is the current status (2025-2026)?
Under FinCEN's March 2025 interim final rule, entities created in the United States and their beneficial owners are exempt, and only certain foreign-formed entities registered in the U.S. must file. Confirmed current at FinCEN.gov on June 20, 2026.
A final rule is still expected, and this has changed before — VERIFY the current rule at FinCEN.gov before relying on it. (See the verification note in this document.)
Do U.S. founders have to file right now?
Under the current interim final rule, a company created in the United States generally does not have to file a BOI report — but verify before relying on it, and check for updates and whether a state law applies.
Some states have their own beneficial-ownership regimes (for example, the New York LLC Transparency Act, which currently applies only to non-exempt foreign-formed LLCs) — U.S.-formed LLCs are generally not required to file, but state rules vary, so verify.
Who is a 'beneficial owner' under the CTA?
Anyone who directly or indirectly owns or controls at least 25% of the company, or who exercises substantial control — which includes senior officers and anyone able to appoint or remove officers.
Many startup founders and key executives would qualify if their company were a reporting company.
What are the penalties for non-compliance?
The statute provides civil and criminal penalties for willful failure to report — but those penalties are not being assessed against U.S.-created entities that are exempt under the current rule.
If the rule changes and domestic reporting is reinstated, willful non-compliance could become serious, so be ready to file quickly.
Talk to a startup attorney
Not sure whether the BOI rule applies to you right now? The answer changed in 2025 and most of the internet is out of date. Get a current, correct read in a 5-minute triage: (773) 777-9888.
Frequently asked questions
Is my single-member LLC exempt from BOI reporting?
Under FinCEN's current interim final rule, a U.S.-created entity — including a single-member LLC — is generally exempt, and only certain foreign-formed entities registered to do business in the U.S. must file. Verify the current rule before relying on it, and check for any applicable state law.
What about state beneficial-ownership laws?
Some states have enacted their own beneficial-ownership or LLC-transparency laws that are separate from the federal CTA. New York's LLC Transparency Act, effective January 1, 2026, currently requires beneficial-ownership filings only from non-exempt LLCs formed under the law of a foreign country and authorized to do business in New York; U.S.-formed LLCs are not required to file. Confirm whether your state has one before assuming you have no filing obligation.
What if I formed my company before 2025?
Earlier deadlines that once applied to pre-existing companies were overtaken by the 2025 rule changes. Under the current rule, U.S.-created entities are exempt — but if the rule is later changed, a new compliance window could be set, so keep your ownership information ready.
Do I need a FinCEN identifier?
A FinCEN identifier is a unique number you can use in place of your personal information in filings. It is optional and mainly useful if you are a beneficial owner of multiple entities that have to report. Under the current exemption, most U.S. founders will not need to file at all — verify.
Does the CTA apply to nonprofits?
Tax-exempt organizations are generally outside the CTA's reporting requirements, but the specific exemption criteria matter. Confirm your organization's status before assuming it is exempt.
Will this change again?
Quite possibly — the BOI rule has shifted more than once, and a final rule is expected. Treat any statement about your filing obligation as time-sensitive, verify it at FinCEN.gov, and re-check periodically.
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