US Beneficial Ownership Registry: What US Companies Need to Know in 2025
2025 Legal Update: Is BOI Filing Still Required?
As of March 1, 2025, a federal court ruling in National Small Business United v. Yellen declared the Corporate Transparency Act (CTA) unconstitutional—but only for the plaintiffs in the case.
Important: The ruling does not apply to all businesses. Most companies must still comply with Beneficial Ownership Information (BOI) reporting requirements under the CTA unless exempted by FinCEN.
- Who is currently exempt? Only the parties named in the lawsuit.
- Is the CTA still active? Yes, for all other entities.
- Has FinCEN suspended the reporting requirement? No. Filings are still expected unless otherwise stated.
Recommendation: Businesses should continue preparing to file and monitor future guidance from FinCEN.
What Is the Corporate Transparency Act?
The Corporate Transparency Act (CTA), enacted in 2021, is a federal law requiring certain US companies to report beneficial ownership information to the Financial Crimes Enforcement Network (FinCEN).
Its goal?
To curb money laundering, tax fraud, and the use of shell companies for illegal activities by increasing transparency in corporate ownership.
What Is the Beneficial Ownership Information (BOI) Registry?
The BOI Registry is a secure online database launched by FinCEN on January 1, 2024, allowing businesses to report key details about individuals who own or control them.
This database is not public and is used only by law enforcement and national security agencies.
Who Must File Beneficial Ownership Reports?
Most small and medium-sized businesses registered in the US are required to file.
This includes LLCs, corporations, and other entities created by filing with a Secretary of State or similar office.
What Information Must Be Reported?
Each company must report the following for its beneficial owners:
- Full legal name
- Date of birth
- Residential or business address
- A unique ID number (from a passport, driver’s license, etc.)
Filing is typically a one-time requirement, unless ownership or identifying details change.
BOI Filing Deadlines in 2025
| Company Type | BOI Filing Deadline |
|---|---|
| Formed before Jan 1, 2024 | On hold for some; others should file by January 1, 2025 (subject to change) |
| Formed during 2024 | Within 90 days of formation |
| Formed on or after Jan 1, 2025 | Within 30 days of formation |
Note: FinCEN shortened the filing deadline for new entities as of 2025.
Why Is Beneficial Ownership Reporting Important?
Before the CTA, the US had no federal registry of beneficial owners, allowing anonymous shell companies to hide assets and conduct illegal financial activities.
Now, by requiring disclosure of key details, the CTA helps:
- Prevent financial crimes
- Increase corporate transparency
- Strengthen anti-money laundering efforts
How to Stay Compliant with BOI Requirements
- Check your company’s status: Are you required to file?
- Gather required information: Prepare accurate records of beneficial owners.
- File through FinCEN’s portal: Voluntary submissions are open even if you’re unsure.
- Stay updated: Monitor FinCEN’s announcements for potential exemptions or deadline changes.
Stay Compliant and Informed!
Businesses should familiarize themselves with the reporting requirements and deadlines to ensure compliance with the Beneficial Ownership Information Registry. For detailed information and guidelines on how to fulfill these obligations, visit FinCEN’s website. Greenback’s tax preparers encourage their clients to consult with legal and tax professionals for personalized guidance based on their specific situation.
At Greenback, we are committed to keeping our clients informed about important updates and regulatory changes that may impact their businesses. Stay tuned for more updates from us regarding the US Beneficial Ownership Registry and other relevant topics in the future.
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