Corporate Transparency Act and Beneficial Ownership Reporting: Current Rules for U.S. and Foreign Entities

The Corporate Transparency Act (CTA) created a new federal framework for beneficial ownership reporting in the United States. For a time, many small businesses formed in the U.S. had to prepare to file Beneficial Ownership Information (BOI) reports with FinCEN. That changed in 2025.

As of the current FinCEN guidance, entities created in the United States are exempt from BOI reporting to FinCEN under the CTA. The rule now focuses on certain foreign entities that register to do business in the United States and do not qualify for an exemption. If you own, manage, or form companies in the U.S., it is important to understand what the law says today, not what it required in 2024.

This guide explains what the CTA is, who still has to file, what information may be required, and how business owners can stay compliant without getting lost in outdated advice.

What the Corporate Transparency Act Is

The CTA is a federal law designed to increase transparency around business ownership and help detect misuse of shell companies. Its goal is to make it harder for bad actors to hide behind anonymous entities.

Under the original reporting rule, many corporations, LLCs, and similar entities were expected to report information about their beneficial owners to FinCEN. A beneficial owner is generally an individual who either:

• exercises substantial control over the company, or
• owns or controls at least 25% of the ownership interests.

That framework still matters because it explains how the CTA works. But the current filing obligation is narrower than it was when BOI reporting first launched.

What Changed in 2025

FinCEN issued an interim final rule in March 2025 that removed the BOI reporting requirement for U.S.-formed companies and their beneficial owners. In practical terms, that means most domestic businesses no longer need to file BOI reports with FinCEN.

The revised rule also changed the definition of a reporting company. Today, the reporting requirement applies only to entities formed under the law of a foreign country that register to do business in a U.S. state or tribal jurisdiction by filing a document with a secretary of state or similar office, unless an exemption applies.

FinCEN also made clear that:

• U.S. persons do not need to provide BOI with respect to reporting companies for which they are beneficial owners.
• Reporting companies do not need to report BOI for U.S. persons.
• U.S.-created entities are exempt from filing initial BOI reports, and from updating or correcting BOI reports under the CTA regime.

If you previously read older CTA articles, check the publication date. Many of them are now outdated.

Who Still Has to File a BOI Report

Under current FinCEN guidance, a company generally has to file a BOI report only if it is:

• formed under the law of a foreign country, and
• registered to do business in any U.S. state or tribal jurisdiction, and
• not otherwise exempt from reporting.

This is a much narrower group than the original domestic-and-foreign reporting regime.

If your business was formed in Delaware, Wyoming, Florida, Texas, or any other U.S. jurisdiction, it is generally not a reporting company under the current rule. If your entity was formed abroad and is registered to do business in the United States, you need to review the rule carefully.

The key point is that eligibility is not based on business size alone. It depends on how the entity was formed, where it was registered, and whether an exemption applies.

What a Beneficial Owner Is

The definition of beneficial owner did not change. In general, a beneficial owner is an individual who either:

• directly or indirectly exercises substantial control over the company, or
• directly or indirectly owns or controls at least 25% of the ownership interests.

That means the analysis is not limited to title alone. A person can be a beneficial owner even if they are not listed as the president, CEO, or managing member, depending on how much control they actually have.

For companies with simple ownership structures, identifying beneficial owners is often straightforward. For layered ownership, trusts, family entities, or foreign structures, the analysis can become more complicated.

What Information May Be Required in a BOI Report

For foreign reporting companies that still have a filing obligation, FinCEN’s guidance requires reporting company information and beneficial owner information.

A reporting company generally reports information about itself, including:

• legal name
• trade names or DBA names
• current street address
• foreign jurisdiction of formation
• U.S. state or tribal jurisdiction of registration
• tax identification number, such as an EIN if one has been issued

For each beneficial owner, the company generally reports:

• full legal name
• date of birth
• residential address
• identifying number from an acceptable identification document
• issuing jurisdiction of that document

The exact filing requirements can depend on the current form and instructions from FinCEN, so businesses should confirm the latest official guidance before submitting anything.

Deadlines Matter

For foreign entities that are reporting companies, timing is critical.

According to FinCEN’s current guidance:

• foreign entities registered to do business in the United States before March 26, 2025, had to file BOI reports by April 25, 2025
• foreign entities that become reporting companies on or after March 26, 2025, must file an initial BOI report within 30 calendar days of receiving notice that their registration is effective

If information in a filed BOI report changes, the reporting company generally must file an updated report within 30 days of the change.

If a company learns that a filed report is inaccurate, it generally must correct the report within 30 days of becoming aware of the error or having reason to know about it.

If a company previously filed a BOI report and later becomes exempt, FinCEN says it should file an updated report indicating that it is no longer a reporting company.

Common Mistakes Business Owners Make

Many compliance problems come from relying on old assumptions. The most common mistakes include:

• assuming every LLC still has to file with FinCEN
• treating a 2024 BOI article as current guidance
• ignoring the difference between U.S.-formed entities and foreign-formed entities registered in the United States
• forgetting to update a report after an ownership or address change
• missing the 30-day deadline for newly registered foreign entities
• paying a third-party site for a filing that should be checked against FinCEN’s official instructions

FinCEN also warns about scams. There is no fee to file BOI directly with FinCEN, and businesses should be cautious about any mailing or email that asks for payment or references fake forms.

How This Affects U.S. Business Owners

For U.S. founders, the good news is simple: if your entity was created in the United States, you are generally exempt from BOI reporting under the current CTA rule.

That does not mean compliance no longer matters. Business owners still need to keep up with:

• formation requirements
• registered agent obligations
• annual or periodic state filings
• tax compliance
• ownership and management records
• bank and licensing requirements

The CTA may no longer require BOI filing for domestic companies, but good internal records remain important. They help with banking, legal due diligence, ownership transfers, and future regulatory changes.

How Zenind Helps

Zenind helps founders and business owners form and maintain U.S. companies with less friction. That matters because compliance is easier when your company records are organized from the start.

With Zenind, business owners can stay focused on launching and growing their companies while keeping core administrative tasks under control, including:

• forming an LLC or corporation
• managing registered agent needs
• tracking ongoing compliance deadlines
• keeping formation records organized
• maintaining a clean paper trail for ownership and governance changes

For entrepreneurs who are comparing formation options, the practical value is not just speed. It is building a company structure that makes compliance easier to understand and easier to maintain.

Final Takeaway

The CTA is still an important part of the U.S. compliance landscape, but the current BOI reporting rule is no longer aimed at U.S.-formed companies. Today, the focus is on certain foreign entities that register to do business in the United States and do not qualify for an exemption.

If you own a domestic business, you likely do not have a BOI filing obligation under the current rule. If you operate through a foreign entity, you should review FinCEN’s latest guidance carefully and confirm your deadline, exemption status, and reporting obligations before filing.

For any business owner, the safest approach is to verify current rules, keep company records current, and stay alert for future changes to the CTA framework.