What happened to the BOIR (Beneficial Ownership Information Report)?
- Rebecca Tabert
- 11 hours ago
- 7 min read
Do you know if you need to file the BOIR (Beneficial Ownership Information Report? Everyone seemed worried about it, but now it seems to have disappeared. Read on to learn more.
Short answer: The enforcement of BOIR filing has been effectively paused.
Longer answer: The Beneficial Ownership Information Report (BOIR) emerged from the Corporate Transparency Act (CTA) as of January 1, 2024 requiring most U.S. corporations and LLCs to disclose key ownership details to FinCEN. However, multiple court rulings (including in Texas and the Fifth Circuit), followed by interim relief from FinCEN and the Department of the Treasury, have effectively paused enforcement and even exempted domestic entities from the filing requirement. For tax professionals and business owners, this regulatory “disappearance” of the BOIR raises essential questions about current obligations, compliance risk, and whether to file.
What was the BOIR (Beneficial Ownership Information Report)?
The Beneficial Ownership Information Report (BOIR) was a required reporting established under the Corporate Transparency Act (CTA) and administered by FinCEN. Its purpose and requirements included:
Who was required to file
“Reporting companies” included most U.S.-formed corporations and LLCs, as well as foreign entities registered to do business in the U.S. unless they qualified for one of 24 statutory exemptions (e.g., large operating companies, registered nonprofits, financial institutions).
Information required
Company details: legal name, EIN, formation or registration date, principal address.
Beneficial owners: individuals owning ≥ 25% or otherwise exercising “substantial control” (e.g. senior officers), including full name, date of birth, residential address, a unique ID number (driver’s license or passport), and a copy of the ID document.
Company applicants: the individuals who filed the formation documents.
Filing deadlines
Entities formed or registered before Jan 1, 2024 had until Jan 1, 2025 to file.
Entities formed or registered in 2024 had 90 days after formation/registration.
Entities formed/registered in 2025 and beyond were to file within 30 days.
Filing process
Reports were submitted electronically through the BOI E‑Filing System launched Jan 1, 2024; filings took approximately 15 minutes per entity.
Purpose
The BOIR aimed to combat illicit finance, anonymous shell companies, money laundering, and tax evasion by increasing transparency around corporate beneficial ownership.
Does anyone still need to file the BOIR (Beneficial Ownership Information Report)?
Under the current legal and regulatory environment, most U.S. companies are no longer required to file the BOIR, but some others still are:
In short:
Do not need to file: Almost all U.S. domestic companies and individual beneficial owners.
Still required: Foreign entities registered in the U.S. (non‑exempt).
Optional: Voluntary BOIR submissions by any entity.
Domestic companies and U.S. persons
As of March 21, 2025, FinCEN’s interim final rule formally exempts all “domestic reporting companies” and their beneficial owners from BOIR filing, effectively eliminating the requirement for U.S.-formed entities and their owners.
FinCEN further confirms that no penalties or enforcement actions will be taken against domestic companies for non‑filing during this period.
Foreign entities (foreign reporting companies)
Still required to file BOIR if they are formed under foreign law but registered to do business in the U.S.
Deadline: 30 calendar days after the interim final rule (before April 25, 2025) if registered prior to March 26, 2025; otherwise, within 30 days of registration or notice of effectiveness.
Voluntary filings permitted
Companies may voluntarily submit BOIRs even if not required, though FinCEN is not enforcing compliance
What was the timeline of BOIR statutes and relevant case material?
The BOIR experienced a dramatic sequence of regulatory changes and court decisions between late 2024 and early 2025:
Dec 3, 2024 – A Texas federal judge (Eastern District) grants a nationwide preliminary injunction, halting enforcement of BOI reporting under the CTA.
Dec 23, 2024 – A Fifth Circuit panel lifts the injunction, reinstating BOI enforcement and pushing the deadline to Jan 1, 2025 (with extensions to Jan 13).
Dec 26, 2024 – A different Fifth Circuit merits panel reinstates the injunction nationwide, once again halting the BOI rule.
Jan 23, 2025 – The U.S. Supreme Court stays the Texas injunction in Texas Top Cop Shop, allowing enforcement while appeals proceed.
Feb 18, 2025 – Eastern District of Texas judge stays the remaining nationwide injunction in Smith v. Treasury, prompting FinCEN to issue guidance reinstating BOI enforcement, with a deadline of March 21, 2025.
March 2, 2025 – The Treasury Department announces it will suspend enforcement and penalties for domestic companies, and intends to narrow BOI scope in forthcoming rulemaking.
March 21, 2025 – FinCEN issues an Interim Final Rule, formally exempting all U.S.-formed entities and beneficial owners and limiting filing obligations to foreign entities, with new deadlines.
What if I already did the BOIR (Beneficial Ownership Information Report)?
If you already submitted your BOIR before the March 21, 2025 rule change, you're not alone—and you’re not in trouble. However, your filing status and whether any action is required will depend on your entity type and when you filed.
Here’s what you need to know:
If you are a domestic reporting company (LLC, corporation, etc.):
As of March 21, 2025, FinCEN has confirmed that you are no longer required to file or maintain a BOIR unless new rules are introduced.
Your previously filed report will remain in the FinCEN system, but you are not currently obligated to update or amend it unless guidance changes in the future.
There are no penalties or legal consequences for having already filed.
If you are a foreign reporting company registered in the U.S.:
You must still comply with the BOIR requirements.
If you filed previously, no further action is required unless your beneficial ownership information changes.
If you haven’t yet filed, the current filing deadline depends on your registration date (see timeline below).
If you’re unsure of your entity’s classification:
Consult with a tax professional or legal advisor to determine whether your entity qualifies as “domestic” or “foreign” under the Corporate Transparency Act framework.
Filing voluntarily is allowed, but not necessary for most domestic entities.
Most common myths about the BOIR (Beneficial Ownership Information Report)
Myth: “Every small business still has to file the BOIR in 2025.”
Reality: As of March 21, 2025, most domestic businesses—LLCs, corporations, and similar entities—are no longer required to file the BOIR. FinCEN has paused enforcement and formally exempted these companies through its interim final rule.
Myth: “If I already filed, I’ll be penalized or have to withdraw it.”
Reality: There are no penalties for having filed early. FinCEN is retaining submitted BOIRs for now, but filers are not required to amend or delete their reports under current guidance.
Myth: “The BOIR is the same as an annual tax filing.”
Reality: The BOIR is a regulatory compliance report under the Corporate Transparency Act—not part of the IRS or state tax system. It’s filed through FinCEN, not the IRS, and serves a different legal purpose.
Myth: “The BOIR was permanently canceled.”
Reality: The BOIR has not been repealed. FinCEN issued an interim final rule limiting its scope and paused enforcement for domestic entities, but foreign reporting companies are still required to comply.
Myth: “If I file the BOIR, my personal information becomes public.”
Reality: BOIR data is not part of the public record. FinCEN holds all beneficial ownership information in a secure, non-public database accessible only to specific agencies and financial institutions under strict protocols.
(FAQ) Frequently asked questions about the BOIR (Beneficial Ownership Information Report)
Question: Do I still need to file a BOIR for my LLC or corporation?
Answer: No, if your entity is domestic (formed in the U.S.), the March 21, 2025 rule suspended this requirement. Only certain foreign entities still need to file.
Question: Will I be penalized if I filed the BOIR early?
Answer: No. FinCEN has stated there are no penalties for businesses that already submitted a BOIR. You do not need to take any further action unless new guidance is issued.
Question: Can I still file a BOIR if I want to?
Answer: Yes, voluntary filings are still accepted. However, for most domestic companies, it is no longer required or recommended unless specifically advised by legal counsel.
Question: What is a “foreign reporting company”?
Answer: This refers to an entity formed under the laws of a foreign country but registered to do business in the U.S. These companies are still subject to BOIR requirements unless exempt.
Question: Will the BOIR rule come back later?
Answer: Possibly. The current rule is an interim final rule and may be revised. Businesses should monitor updates from FinCEN or consult with a tax professional to stay compliant.
More Reading
Final Thoughts
The Beneficial Ownership Information Report began as a sweeping federal initiative to increase transparency and prevent financial crimes—but a series of legal challenges has shifted its trajectory significantly. As of now, most domestic businesses are no longer required to file, but foreign entities may still have obligations. The regulatory landscape could change again, and compliance requirements may return in revised form.
For now, business owners should stay informed, retain documentation, and periodically check FinCEN’s updates. When in doubt, consult a qualified tax professional or legal advisor to ensure you're following the latest guidance for your specific entity type and filing obligations.
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