In January 2024, the Corporate Transparency Act came into effect. While the government has been prevented from enforcing this law at present, this enjoining is not a final decision. As such, you must have an understanding of BOI requirements in case the courts overturn this decision.

So, what do you need to know to ensure that you adhere to reporting requirements and avoid paying the potential fines for late filing?

The following is a BOI compliance guide for 2025 and explains many of the relevant details you need to understand, including:

• Who has to file a BOI report (Beneficial Ownership Information)?
• On whose behalf is the filing done?
• What information do you need in the filing?
• What is the deadline for filing?
• How can Boyer Law Firm help you stay compliant?

Keep reading for our expert legal advice for our BOI regulation insights and to ensure you do not fall foul of any upcoming deadlines.

CTA Applies Across U.S. States and Territories

The CTA is a federal law that applies to all 50 U.S. states, Washington D.C., and all U.S. territories, such as Puerto Rico and Guam. Businesses in these locations must file a BOI report unless they meet 23 specific exemptions that the government has detailed.

The reason for including every territory ensures that companies cannot use legal loopholes to circumvent the requirement.

Most U.S. Businesses Must File BOI Reports

The list of entities that must file BOI reports includes:

• Corporations
• Limited liability companies (LLCs)
• Limited Partnerships
• Business trusts

However, the exceptions include:

• Publicly traded companies
• Sole proprietorships
• Banks
• Credit unions

Another notable exception is companies that employ more than 20 people and make more than $5 million annually. The complete list of 23 exemptions is available on the FinCEN website.

Who Has to File a BOI Report? Company Executives or Owners

The executives or owners of a business are responsible for ensuring compliance with BOI reporting. They may delegate this task to an employee, but they are ultimately the ones who are held accountable for the filing. As such, it may be essential for them to oversee the process.

Foreign-Owned Entities Must File BOI Reports

Any foreign-owned entity registered to do business in the United States must file a BOI report unless exempt. They must disclose all of their beneficial owners, even if they are foreign individuals.

Beneficial Owners are Individuals With Control of the Entity

2025 beneficial ownership laws define the beneficial owners as those who own or control 25% or more of the business. Alternatively, it includes those who “exercise significant control” over it, such as:

• Board members
• Majority shareholders
• Individuals with significant decision-making authority
• Those with the power to appoint any of the above

Trust Must Disclose Trustees Who Are Owners

If a trust owns more than 25% of a company, it must list its trustee(s) as beneficial owners. This disclosure is mandatory, even if the trust is the direct shareholder or if legal entities hold shares on a trust’s behalf. If you are uncomfortable with sharing this level of information, you may want to speak to Boyer Law Firm to confirm your privacy rights.

Reporting Beneficial Owners Includes Personal Identifying Information

The information a report must use includes the beneficial owner’s:

• Full legal name
• Date of birth
• Residential address
• Unique ID number (for example, a driver’s license or passport)

The address provided must be residential.

Reports Must Be Accurate and Complete

Failing to include all necessary information on a beneficial owner, or concealing it, can result in penalties and fines. Such penalties can apply even if the misreporting was unintentional.

Businesses should also retain records and documents that may be able to validate the accuracy of any reports they file.

Penalties for false reporting can include:

• Civil fines of up to $591 per day (Journal of Accountancy)
• Criminal penalties of up to $10,000
• Imprisonment for up to two years

New Businesses Must File Reports Within 90 Days

There are specific timelines for when entities must file their first report. First, if a new business or entity registers after January 1, 2024, it must file within 90 days of incorporating or registering. Delays in this process may lead to penalties.

Businesses Formed Before 2024 Have Until 2024 to File

The extended deadlines allow existing entities enough time to gather the necessary information to verify their ownership information. The end date applies the same across every U.S. state and territory to ensure fair application of the law.

You Must File Any Updates Within 30 Days of Changes Occurring

If there are changes to a business’s beneficial ownership, the business must make a new filing. These changes include:

• Ownership percentages
• Addition or removal of owners
• Updates to ID information
• Changes of owner name

These requirements apply as often as a change occurs, meaning that some businesses may need to file multiple times in quick succession.

CTA Requirements May Be Subject to Updates

The Financial Crimes Enforcement Network (FinCEN) may occasionally issue clarifications or amendments to these rules. Currently, the rules are under scrutiny by the Federal Court of the United States.

Businesses should stay apprised of these changes to ensure they comply with federal regulations as changes occur. If you are unsure of how to do this, you may benefit from working with Boyer Law Firm. The firm can help you with these changes as they occur and assist you in understanding your business reporting obligations.

BOI Data is Confidential but Accessible to Authorities

While BOI reports are not visible to the public, authorized government entities and financial institutions may still access them. FinCEN will maintain a secure database to protect the confidentiality of all submitted data. However, law enforcement agencies will receive access to the BOI database to investigate financial crimes.

Partner With Boyer Law Firm to Remain Compliant With BOI Reporting

Should the current legal status be overturned, BOI reporting will again be a federal legal obligation, and businesses will need to address their reporting with precision. Ensuring that your filings are accurate protects and strengthens a business’s credibility.

While the executive or owner is the person who has to file a BOI report, Boyer Law Firm can offer expert legal guidance to help you handle it. We can assist you in overcoming any challenges that may appear during the process. So, get in touch with us to stay ahead of evolving regulations and comply with this legal requirement today.