Beneficial Ownership Reporting (BOI) Requirements: What Businesses Need to Know for the March 21, 2025 Deadline

The Financial Crimes Enforcement Network (FinCEN) has reinstated beneficial ownership reporting requirements, setting a new compliance deadline of March 21, 2025, for most companies. This update marks a significant step in the U.S. government’s efforts to enhance financial transparency and combat illicit financial activities. Here’s what businesses need to know about these requirements and their impact.

What Is Beneficial Ownership ( BOI ) Reporting ?

Beneficial ownership reporting refers to the obligation of certain businesses to disclose information about individuals who own or control a company. This requirement aims to prevent money laundering, tax evasion, and other financial crimes by increasing transparency in corporate structures.

Under the Corporate Transparency Act (CTA), businesses must provide identifying information about their beneficial owners to FinCEN. A beneficial owner is typically defined as someone who owns 25% or more of a company or has substantial control over its operations.

Who Needs to File?

Most U.S. businesses, including corporations, limited liability companies (LLCs), and similar entities, are required to comply. However, certain entities, such as publicly traded companies, regulated financial institutions, and large operating companies (meeting specific revenue and employee thresholds), may be exempt from reporting.

New Deadline and Compliance Expectations

Following recent legal challenges, FinCEN has reaffirmed the March 21, 2025 deadline for businesses formed before January 1, 2024, to submit their beneficial ownership reports. Companies established on or after January 1, 2024, must file within 90 days of their formation.

FinCEN has indicated that it will continue assessing whether further modifications to deadlines are necessary. However, businesses should not delay compliance, as failure to report accurate beneficial ownership information can lead to civil and criminal penalties, including fines of up to $10,000 and imprisonment for up to two years.

How to File a Beneficial Ownership Report

Businesses must submit their reports electronically through FinCEN’s Beneficial Ownership Secure System (BOSS). The report must include:

The full legal name, date of birth, and residential address of each beneficial owner.

An identification number (such as a passport or driver’s license number) and an image of the identification document.

Information about the reporting company, including its legal name and taxpayer identification number (TIN).

Next Steps for Businesses

To prepare for compliance, businesses should:

  1. Determine whether they are required to file under FinCEN’s reporting rules.
  2. Identify all beneficial owners and gather the necessary documentation.
  3. Stay updated on potential deadline modifications as FinCEN evaluates further changes.
  4. Seek professional guidance from tax and legal advisors to ensure full compliance and avoid penalties.

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Final Thoughts

With the beneficial ownership reporting requirements now back in effect, businesses should take proactive steps to meet the March 21, 2025 deadline. Staying compliant will not only prevent legal and financial risks but also contribute to broader efforts to enhance financial integrity in the U.S. economy.

For more updates and guidance on tax and compliance matters, stay tuned to ALL CLEAR TAX.