Rules
Beneficial ownership information report search: who still has to file
Beneficial ownership information report duty after March 2025: US-formed companies are exempt, foreign registrants still file. How to tell, what to keep.
What to take away
- Whether a company files a beneficial ownership information report now turns on where it was formed, not on its size.
- Entities created in the United States, and their beneficial owners, are exempt from reporting BOI to FinCEN.
- Foreign entities registered to do business in the United States must still file unless an exemption applies.
- No public search returns BOI reports, so your own dated copy is the version you can inspect.
- For a company that still files, changes and corrections are due within 30 days.
Step one: find where the company was formed
Check the place of formation before anything else. FinCEN's beneficial ownership information reporting page says that all entities created in the United States, including those previously known as domestic reporting companies, and their beneficial owners are exempt from the requirement to report BOI to FinCEN.
Foreign entities that meet the new definition of a reporting company and do not qualify for an exemption must still report, under new deadlines. A foreign company registered to do business in the United States on or after March 26, 2025 has 30 calendar days to file an initial report after receiving notice that its registration is effective.
The March 2025 interim final rule set this scope, and FinCEN has since issued a final rule making the exemptions permanent. A state business name search shows how and when a company was registered, which is where the answer starts.
| Company | Files a BOI report with FinCEN? | Check first |
|---|---|---|
| LLC or corporation created by a US state filing | No, US-created entities are exempt | The formation record at the state registry |
| Foreign entity registered to do business in a US state | Yes, unless an exemption applies | The home jurisdiction and the US registration date |
| Foreign entity with no US registration | Not a reporting company under the rule's definition | Whether any US registration exists |
Deadlines and exemptions for foreign registrants
A foreign company registered to do business in the United States before March 26, 2025 had to file by April 25, 2025. One registered on or after March 26, 2025 files within 30 calendar days of notice that its registration is effective.
The duty comes from the Corporate Transparency Act, and the Act's own exemption categories still apply. They include banks, securities issuers, tax-exempt entities, large operating companies and inactive entities. A foreign registrant that fits one of them does not file.
Reports go through FinCEN's BOI E-Filing System, a secured federal system with no public search. That is why no state registry or website can show you someone else's report.
Telling similar companies apart
Before you decide that a company is exempt, make sure you are looking at the right one. Two companies can share nearly the same name, and only the formation record settles which is which.
Match the entity by its state file number, as an entity number lookup explains. Then confirm the state, because a US-created entity and a foreign registrant can look alike in a name search but sit on opposite sides of the rule.
What a report contains for companies that still file
A report identifies the company first, then lists each beneficial owner.
What a BOI report contains
- Legal name and trade names
- Principal place of business address
- State or tribal formation jurisdiction
- Taxpayer identification number
- Ownerfull legal name
- Ownerdate of birth and address
- Ownerpassport or state ID image
A beneficial owner is anyone with at least 25 percent ownership or substantial control. For each one, the report gives a legal name, a date of birth, an address and an identifying number from an ID document.
Records to keep and the 30 day clock
- Keep a copy of the filed report and the confirmation number.
- Keep the ID images and numbers used for each beneficial owner.
- Note the date each detail was last checked.
- File a change within 30 days.
- Correct an inaccuracy within 30 days of learning of it.
FinCEN does not publish these filings. Your own copy is often the only version you can inspect without a court order or an authorized release.
Records to keep and deadlines
- Keep filed report and confirmation number
- Keep each owner's ID images and numbers
- Note date each detail was last checked
- File a change within 30 days
- Correct an inaccuracy within 30 days
According to FinCEN's BOI FAQs, an updated report should be submitted within 30 calendar days if the address, or any other information previously reported, changes. The clock runs from the change, not from your next review meeting.
A dated, complete copy of a record is what holds up later, and a blank field is a question rather than an answer, as registration status data shows for state files.
If a company is still required to file
A willful failure to file, or a willful false filing, carries civil penalties assessed for each day the violation continues. Criminal exposure includes fines and up to two years in prison. This applies to a company that is still required to file, which now means foreign registrants.
The duty sits with the company, and the person who signs can be charged as well. A correction filed late still leaves the original late period in place, so the daily penalty runs from the missed deadline.
Federal and state records answer different questions
States handle formation, annual reports and registered agents. They publish entity status, formation date and the registered agent, and some also list officers. No state publishes beneficial owners.
One question, two systems
Federal BOI system
- Can the public search?
- No
- What a stranger sees
- Nothing
- Who may see details
- Law enforcement, regulators, banks with consent
- What forces an update
- Change in ownership, address or name
State business registry
- Can the public search?
- Yes, by name or file number
- What a stranger sees
- Status, agent, formation date
- Who may see details
- Anyone
- What forces an update
- Annual report or agent change
The table explains most of the confusion behind search demand. People type a company name expecting ownership, and the state file returns registration facts. For the wider check of who a company is, run a company verification checklist with the legal name first.
Canada has no matching filing at all. A federal or provincial search there will not return ownership data, so a US reporting duty has no northern equivalent.
