Do I Need to File My BOIR or Not?

Status as of March 2025. This area of law is moving quickly; check back for updates.

What the Corporate Transparency Act Requires

A Beneficial Ownership Information Report (BOIR) identifies the individuals who own or control a legal entity. Under the Corporate Transparency Act (CTA), most US corporations, LLCs, and similar entities are required to file these reports with the Financial Crimes Enforcement Network (FinCEN), a bureau of the US Treasury Department.

The report requires each beneficial owner’s full legal name, date of birth, residential address, and an identifying number from a government-issued ID. A beneficial owner, for CTA purposes, is any individual who owns 25% or more of the entity or exercises substantial control over it.

Where Things Stand

The CTA has not been struck down. It remains law. What has changed is enforcement.

In January 2025, the US Supreme Court lifted a nationwide injunction that had halted BOI reporting. In February, a US District Court lifted a separate preliminary injunction; that ruling is now on appeal before the US Court of Appeals. Simultaneously, the House passed a bill to delay BOI reporting until 2026, which is currently before the Senate.

On March 2, 2025, the Treasury Department issued the following guidance:

“The Treasury Department is announcing today that, with respect to the Corporate Transparency Act, not only will it not enforce any penalties or fines associated with the beneficial ownership information reporting rule under the existing regulatory deadlines, but it will further not enforce any penalties or fines against US citizens or domestic reporting companies or their beneficial owners after the forthcoming rule changes take effect either. The Treasury Department will further be issuing a proposed rulemaking that will narrow the scope of the rule to foreign reporting companies only.”

What this means in practice: you are technically obligated to file, but FinCEN cannot currently fine you $500 per day or pursue criminal penalties for failing to do so. The proposed rulemaking, if finalized, would limit the reporting requirement to foreign reporting companies entirely.

The Privacy Question

The legal challenges to the CTA have centered substantially on privacy. The reporting rule requires individuals—including beneficial owners of small creative businesses—to submit their residential addresses and ID documents to the US Treasury. The rule applies uniformly: Ariana Grande, as a beneficial owner of the LLC behind r.e.m. beauty, is subject to the same disclosure requirements as any other LLC owner. The litigation reflects the fact that many beneficial owners would prefer not to submit that information to a federal database, and have legal standing to say so.

What to Do

Filing is currently voluntary for domestic entities. Some business owners are filing now to avoid a potential compliance rush if enforcement resumes suddenly. Others are waiting for the appellate process and proposed rulemaking to resolve before deciding.

Both approaches are defensible. The right choice depends on your risk tolerance and how the privacy implications sit with your specific business structure.

One thing that is not defensible: paying $300–$600 to a law firm or accounting firm to complete the form on your behalf, or purchasing an online course to learn how to do it. The BOIR is a government form that asks for information you already have. It is more involved than obtaining a Tax ID and less involved than filing a tax return.