The Corporate Transparency Act
and
What You Need to Do
Update: U.S. companies no longer have to file beneficial ownership reports.
FinCEN’s interim final rule published March 26, 2025, and its final rule published August 14, 2026, exempt all entities created in the United States, and their beneficial owners, from beneficial ownership information (BOI) reporting. Only entities formed under the law of a foreign country that have registered to do business in a U.S. state or tribal jurisdiction must still report. The table below reflects the current rules.
If your company was formed outside the United States and registered to do business here, our attorneys can help you determine whether you must file and prepare the report. We believe this also serves as a valuable opportunity to check in with our clients, have a conversation, and address any outstanding items that may require attention.
To ask whether your company has a reporting obligation, please complete the form below.
| What is it? | The Corporate Transparency Act requires certain companies to report information about their beneficial owners to the Financial Crimes Enforcement Network (FinCEN). Under FinCEN’s current rules, that requirement applies only to foreign reporting companies. |
|---|---|
| Why? | The United States government is collecting this information to assist efforts to make it harder for bad actors to hide or benefit from ownership in shell companies or other ownership structures. |
| Do I need to do anything? | Not if your company was created in the United States. U.S. companies and U.S. persons are exempt. A company formed under the law of a foreign country that has registered to do business in a U.S. state or tribal jurisdiction is a “reporting company” unless one of the exemptions applies. |
| What do I file? | You are required to file “Beneficial Ownership Information Report” (BOIR) which can be completed here. |
| What information do I need to complete the BOIR? | Legal name, tax identification number, jurisdiction of formation, business address, contact information for each “Beneficial Owner” of the business, copy of identification (i.e. driver’s license). |
| Who is a “Beneficial Owner” | A Beneficial Owner is an individual that either directly or indirectly: (1) exercises substantial control over the reporting company or (2) owns or controls at least 25% of the reporting company’s ownership interests. |
| What is “substantial control”? | Any individual that is a “senior officer,” has the ability to appoint or remove officers, important decision maker, or other form of substantial control. |
| When do I need to file the BOIR? |
Companies created in the United States do not need to file. Foreign reporting companies registered to do business in the U.S. before March 26, 2025 were required to file by April 25, 2025. Foreign reporting companies registered on or after March 26, 2025 have 30 calendar days to file after receiving notice that their registration is effective. |
| Are there penalties for not filing a BOIR? | For foreign reporting companies, yes. The Corporate Transparency Act provides civil penalties for each day a violation continues (adjusted for inflation). You could also be subject to criminal penalties of up to 2 years imprisonment and a fine of up to $10,000. |
| Do I need an attorney to file a BOIR? | No. However, we can streamline the process and use our time together to make sure your organizational documents are in proper order. |
To comply with the Corporate Transparency Act and hold a consultation, please complete the form below.
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