Current as of 2/18/2025: BOIR is now mandatory. On 02/17/2025, a federal judge put on hold an order blocking the enforcement of the the Corporate Transparency Act until an appeal is completed. As a result, the vast majority of reporting companies are currently required to file a beneficial ownership information report by March 21, 2025.

Prior rulings:

• 12/26/2024: BOIR is voluntary based on a U.S. Court of Appeals decision vacating the motion to stay the district court’s preliminary injunction enjoining enforcement of the CTA.
• 12/23/2024: BOIR is once again required and enforceable based on a U.S. Court of Appeals decision granting a motion for temporary stay of the district court’s order and injunction.
• 12/3/2024: BOIR is voluntary following a federal district court in Texas granting a nationwide preliminary injunction, determining the CTA’s reporting requirements are no longer enforceable.
• 1/1/2024: The BOIR rule requiring reporting of beneficial owners under the CTA became effective.

One Beneficial Ownership Information Report is requested for each business entity that has formed with the Secretary of State. The report provides identifying information about the individuals who own or control a business with the Financial Crimes Enforcement Network.

With LegalZoom, you’ll be notified when it’s time to file your report based on your business and your formation date. We’ll create an accurate report that includes the identifying information about the individuals who own or control your business. Then, we’ll timely file your report with the Financial Crimes Enforcement Network and confirm successful completion for easy compliance and peace of mind.

A beneficial owner is an individual who directly or indirectly: (1) owns or controls at least 25% of your company’s ownership interests, or (2) exercises substantial control over your business. If you're not sure, you can always talk to an attorney from our legal network.

Examples of beneficial ownership and beneficial owners with substantial control include:

• An important decision-maker for the reporting company
• A senior officer (president, chief executive officer, chief financial officer, general counsel, chief operating officer, or any other officer with a similar function)
• An individual with the authority to appoint or remove officers or directors (or similar body) of the company

Your deadline varies depending on your date of formation, which we can help you determine. We can also help you stay on top of the process with notifications leading up to your filing deadline.

Entities formed on or after February 18, 2025 will have 30 days to file their initial BOI report. Entities formed before February 18, 2025 will need to file by March 21, 2025. Reporting companies that were previously given a reporting deadline later than the March 21, 2025 deadline must file their initial BOI report by that later deadline. If any of the information on the report changes, the entity will have 30 days to submit a new report.

Taking care of this requirement will help you avoid criminal and civil penalties for failing to comply, including imprisonment for up to two years, a fine of up to $10,000, and/or a fine of up to $591 per day.

This rule, under the Corporate Transparency Act, mandates the identification of individuals who benefit from a legal entity.

The goal of this legislation is to provide transparency around business ownership structures. It helps the federal government crack down on financial crimes and fraud, such as money laundering, corruption, human trafficking, drug trafficking, tax fraud, and fraud against employees, customers, and other businesses.

The Corporate Transparency Act is legislation that changes the reporting requirements for beneficial ownership information of business owners operating in the United States. It requires businesses to identify and document any person who holds a 25% or greater ownership interest or exercises substantial control over the company.

Under the new rule, most reporting companies must file information on each beneficial owner with the U.S. Treasury's Financial Crimes Enforcement Network (FinCEN). FinCEN has developed a database that holds information about each beneficial owner documented by a reporting company.

A beneficial owner is required to provide their legal name, date of birth, address, and an image of an acceptable identification document, such as a passport or driver's license, along with the issuing jurisdiction and the document's ID number.

The Financial Crimes Enforcement Network lists 23 types of exempt business entities that do not qualify as reporting companies under the reporting requirement.

• Securities reporting issuer
• Governmental authority
• Bank
• Credit union
• Depository institution holding company
• Money services business
• Broker or dealer in securities
• Securities exchange or clearing agency
• Other Exchange Act registered entity
• Investment company or investment adviser
• Venture capital fund adviser
• Insurance company
• State-licensed insurance producer
• Commodity Exchange Act registered entity
• Accounting firm
• Public utility
• Financial market utility
• Pooled investment vehicle
• Tax-exempt entities
• Entity assisting a tax-exempt entity
• Large operating company
• Subsidiary of certain exempt entities
• Inactive entity

Companies qualify as tax-exempt entities if they meet any of the following criteria:


• The IRS considers them exempt entities under section 501(c) of the Internal Revenue Code (this will include many entities with nonprofit organization status).
• They lost tax-exempt status under the code less than 180 days prior.
• They are political organizations as defined under section 527(a) of the code.
• They are trusts as defined under section 4947(a) of the code.

The agency defines a large operating company as meeting all of the following criteria:


• It is otherwise subject to a federal regulatory regime.
• It has over 20 people with full-time employment status in the U.S.
• It has more than $5 million in gross receipts or sales on a prior year's tax return filed with the IRS, excluding foreign receipts.
• It has a physical operating presence in the U.S.
• It is owned by an entity already exempt under the Corporate Transparency Act.
• It is otherwise designated as exempt by the Secretary of the Treasury and the U.S. Attorney General.

A reporting company must be an active business, and inactive entities are not required to report. FinCEN defines an inactive entity as meeting all of the following criteria:

• It was created before Jan. 1, 2020.
• It is not engaged in active business.
• It is not owned by a foreign person, resident, domestic partnership, corporation, or other estate or trust.
• It has not sent or received over $1,000 while transacting business in the last year.
• It has no assets, including ownership of other companies, in the U.S. or elsewhere.

The Act exempts certain people from the beneficial owner definition, including:


• Minors
• Individuals acting as nominees, intermediaries, custodians, or agents on behalf of someone else
• Employees who are not senior officers and whose only interest or control is derived solely from their employment status
• Individuals whose only interest in a reporting company is derived solely from the right of inheritance
• Contingent trust beneficiaries
• Creditors whose only interest is to recover business debts

Most business entities, including Corporations and limited liability companies (LLC) who qualify as reporting companies will be required to file a BOIR. This means reporting identifying information about the individuals who own or control a business with the U.S. government. Failure to comply could mean serious civil and criminal penalties. This new requirement applies to most business entities, known as reporting companies, unless an exception applies.

The Corporate Transparency Act is legislation that changes the reporting requirements for beneficial ownership information of business owners operating in the United States. It requires businesses to identify and document any person who holds a 25% or greater ownership interest or exercises substantial control over the company.

Under the Corporate Transparency Act, most reporting companies may file information on each beneficial owner with the U.S. Treasury's Financial Crimes Enforcement Network (FinCEN). FinCEN has developed a database that holds information about each beneficial owner documented by a reporting company.

Members, or owners, of a limited liability company (LLC) are likely designated beneficial owners under the beneficial owner definition of the rule. This qualifies these LLCs as reporting companies that need to file the new report with the federal agency and provide basic contact information about the company and its owners.

This requirement applies to single-member and multi-member LLCs, all of which are considered reporting companies, and therefore also would need to identify beneficial ownership information in the BOIR.

Any changes to the owners or controlling members of a business, or their identifying information, require updated beneficial ownership information reporting. For example, an updated BOIR is required when a controlling member is a minor and reaches an age of majority. Another example is if a company becomes tax exempt.

Additionally, an updated BOIR is also required if initially reported information is incorrect or if entities make certain amendments. Businesses have 30 days from the date of the change or amendment to file an updated BOIR.

The Corporate Transparency Act is one of the most important legislations to impact small businesses owners. Its latest requirement—the Beneficial Ownership Information Reporting Rule—is effective Jan. 1, 2024 and mandates that most limited liability companies and corporations must file the beneficial owner report.

Navigating the new law can be confusing and distracting for small business owners who are otherwise focused on running and growing their business. Failure to comply can result in serious criminal and civil penalties, which include imprisonment for up to two years, a fine of up to $10,000, and/or a fine of up to $591 per day.

A service like the one provided by LegalZoom makes it easier for customers to meet this requirement as soon as possible and stay in compliance with federal law.

With LegalZoom, you can avoid noncompliance with three easy steps, reducing your risk while saving time and money. Just start by answering a few simple questions about the individuals who own or control their business so the report is personalized and accurate.

Based on your info, we'll create a custom report that satisfies the beneficial ownership information reporting requirement, and file it directly with FinCEN for you. Once we file the personalized report with FinCEN, we’ll provide you with confirmation that it's been submitted.

Keeping your business compliant is critical to maintaining your good standing status and avoiding penalties, fines, and imprisonment. With Compliance Filings, you’ll satisfy the new beneficial ownership information reporting requirement and additional compliance filing requirements:


• Annual reports: Guided setup and completion of official filings that keep your business' information—including its name, address, managers, and other details—updated with the state. Filing requirements vary by state.
• Attorney-informed updates: Our attorneys track the filing requirement changes and understand their impact to your business, and then we process all the paperwork for your compliance—from BOIR to Annual Reports and Amendments—with the right government entities in accordance with the latest legal guidance.
• Personalized alerts: Alerts notifying you of your specific filing requirements and due dates, simplifying business compliance.
• Amendments: File up to two official changes about your business each year with the Secretary of State, such as a new name, address, or ownership.
• Updated Beneficial Ownership Information Reports: Additional filings for any changes to identifying information.
• Plus, access to personalized compliance support from our experienced specialists.

Keeping your business compliant is critical to maintaining your good standing status and avoiding penalties, fines, and imprisonment. With Compliance Filings plus Licenses & Permits, you’ll satisfy the new beneficial ownership information reporting requirement and all the additional compliance filing requirements offered in our Compliance Filings package. Plus, we’ll help you secure your required business licenses and permits:


• Custom summary of required federal, state, and local licenses and permits
• Details about each license, permit, and registration, and its importance to your business
• Direct access to all of your required applications, simplifying and expediting the process for you
• Upload, view, and share business licenses from your LegalZoom account
• Notifications on upcoming expiration dates and new license requirements
• Personalized compliance & licensing support from our experienced specialists