BOI reporting: a quick status brief for tax pros

Beneficial ownership information (BOI) reporting is no longer a task U.S. companies need to worry about, pending a final decision from FinCEN later this year. The requirement, originating from the Corporate Transparency Act (CTA), aimed to increase transparency by identifying who owns or controls certain companies. To support this, FinCEN (Financial Crimes Enforcement Network) developed an e-filing system to collect ownership information and help curb illicit financial activities, such as money laundering and terrorist financing.

The initial guidance focused on defining "reporting companies," their beneficial owners and company applicants, with staggered filing deadlines. While the rule was designed to increase transparency, it had a significant impact on many small U.S. businesses, which were suddenly required to disclose detailed ownership information. This widespread concern led to several legal challenges that ultimately influenced how and when these reporting requirements would be enforced.

Where the court battles landed, and the pivot

The litigation over BOI reporting began with National Small Business United v. Yellen, where plaintiffs argued the CTA’s reporting requirements overstepped congressional authority. In response, the court issued a limited injunction preventing enforcement of the BOI rule against the plaintiffs, though this injunction did not apply to the wider public. 

Another significant case, U.S. Chamber of Commerce v. Yellen, raised similar constitutional concerns but was settled with a decision that allowed the rule to proceed under certain conditions.

These cases, while not halting the BOI rule entirely, created enough uncertainty that FinCEN’s March 2025 interim final rule took a more cautious approach, removing the requirement for U.S. entities to file BOI reports and limiting the rule to certain foreign companies. While litigation is still ongoing, the immediate effect has been to revise BOI reporting requirements, with the rule now focusing solely on foreign entities doing business in the U.S.

FinCEN intends to finalize the rule by the end of this year. The public comment period closed on May 27, 2025, and final guidance is anticipated by year-end. FinCEN also notes that some older web guidance has not yet been fully updated. Therefore, it recommends relying on the March 2025 alert and press release (linked in the matrix below) for the most accurate and current information. Be sure to reference these official updates to ensure your clients comply with the latest regulations.

So, unless you're a foreign registrant…

All entities created in the United States and their beneficial owners are now exempt from BOI reporting. Only foreign entities (those created outside the U.S. that register to do business in a U.S. state or tribal jurisdiction) must file BOI with FinCEN, provided they don’t qualify for an exemption. FinCEN has also clarified that these foreign reporting companies do not report any U.S. persons as beneficial owners.

Mini matrix to use with clients

A real estate reporting horizon to keep on your radar

FinCEN has finalized its residential real estate anti-money-laundering rule, which will take effect on Dec. 1, 2025. The rule requires certain legal entities involved in non-financed, high-value residential property purchases to disclose their beneficial owners at or near closing. While enforcement doesn’t begin immediately, reporting obligations start March 1, 2026, giving firms time to prepare.

Monitor FinCEN’s Residential Real Estate Reporting page for guidance on covered entities and compliance expectations.

Bottom line on BOI  

For domestic clients, BOI reporting moved off the immediate to-do list. For foreign registrants, the requirement narrowed and the deadlines shifted. Use the matrix above during intake so your team can triage quickly and document why filing is no longer needed for U.S.-created entities.