As of today, March 21, 2025, businesses across the United States face the critical deadline to file their Beneficial Ownership Information (BOI) report with the Financial Crimes Enforcement Network (FinCEN). This requirement stems from the Corporate Transparency Act (CTA), enacted to enhance transparency in business ownership and combat financial crimes.
Who Must File a BOI Report?
Every Limited Liability Company (LLC), corporation, or other legal entity formed by filing official documentation with a secretary of state or similar office must submit a BOI report. This includes most small and medium-sized businesses created in the United States.
The BOI report requires covered entities to disclose key information about their beneficial owners—individuals who either own or control at least 25% of the company or exercise substantial control over it. The intent is to prevent the misuse of anonymous shell companies for money laundering, tax evasion, and other illicit activities.
Who Is Exempt from Filing?
While many entities are required to file, the CTA outlines 23 exemptions, notably for:
- Sole Proprietors: Individuals operating as sole proprietors—even those using a fictitious business name (FBN or DBA)—are not required to file a BOI report. This is because they are not formed by submitting creation documents to a state agency.
- 501(c)(3) Nonprofits: Charitable organizations, such as those recognized under IRS section 501(c)(3), are generally exempt. However, this exemption applies only if they have received an official IRS determination letter confirming their tax-exempt status.
- Large Operating Companies: Businesses with more than 20 full-time U.S. employees, over $5 million in revenue, and a physical presence in the U.S. may also be exempt.
- Certain Regulated Entities: Banks, credit unions, and investment companies registered with the SEC are among other categories that may qualify for exemption.
Clarifying DBA and Sole Proprietorship Status
Many entrepreneurs wonder if registering a “doing business as” (DBA) or fictitious name, obtaining an EIN, or applying for a business license triggers the need for BOI filing. The answer is no—none of these actions alone create a legal entity subject to the BOI requirement. As long as the business remains a sole proprietorship and hasn’t filed formal creation documents with a state agency, it is exempt from BOI reporting.
Key Reminders:
- The BOI report is due today, March 21, 2025.
- Failure to file may result in civil or criminal penalties.
- Filing can be done electronically on the official FinCEN website.
- Detailed guidance and FAQs are available at FinCEN BOI FAQs.
As federal enforcement increases, businesses must ensure compliance with this new legal mandate. If you’re unsure whether your entity qualifies for an exemption or need assistance filing, it’s advisable to consult a legal or accounting professional immediately.
This BOI requirement marks a new era of business transparency, and meeting today’s deadline is essential to staying on the right side of federal compliance.
Report by Lela Christine
