File Your Beneficial Ownership Information Report

Current as of 3/21/2025: FinCEN issued an interim final rule removing the requirement for U.S. companies and U.S. persons to report beneficial ownership information. Entities formed in a foreign country that are registered to conduct business in the U.S. must still file. Foreign entities registered before the rule's publication must file within 30 days of publication. Foreign entities registered after the rule’s publication must file within 30 calendar days of their registration becoming effective.

LegalZoom will continue to monitor these complex legal developments so that you can stay focused on your business. Our Compliance Filings plan is designed to keep up with these ever-changing mandates on behalf of your business, with end-to-end coverage to help ensure your ongoing compliance.

Prior rulings:

• 3/2/2025: BOIR is mandatory in accordance with the 2/18/2025 ruling. However, the Department of the Treasury changed its policy and it will no longer pursue enforcement of penalties or fines for U.S. citizens or domestic reporting companies. Foreign reporting companies may still be subject to enforcement. This remains an ongoing legal issue, with additional rulings expected April 2025.
• 2/18/2025: A federal judge put on hold an order blocking the enforcement of the CTA until an appeal is completed. As a result, the vast majority of reporting companies are required to file by March 21, 2025.
• 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 reporting company. The report provides identifying information about the individuals who own or control a business with the Financial Crimes Enforcement Network.

Following FinCEN’s interim rule, a beneficial owner is a non-U.S. citizen 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

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. The Financial Crimes Enforcement Network 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 Corporate Transparency 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

Keeping your business compliant is critical to maintaining your good standing status and avoiding criminal penalties, and fines. 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 report requirements
• Personalized compliance & licensing support from our experienced specialists