March 26, 2025 Update from the Financial Crimes Enforcement Network (FinCEN)
FinCEN has issued an interim final rule that removes the requirement for U.S. companies and U.S. persons to report beneficial ownership information (BOI) to FinCEN under the Corporate Transparency Act. In that interim final rule, the definition of a “reporting company” means only those entities formed under the law of a foreign country and that have registered to do business in any U.S. State or Tribal jurisdiction by the filing of a document with a secretary of state or similar office. All entities created in the United States (including those previously known as “domestic reporting companies”) and their beneficial owners are now exempt from the requirement to report beneficial ownership information (BOI) to FinCEN.
Existing foreign entities that meet the new definition of a “reporting company” and do not qualify for an exemption from the reporting requirements must report their BOI to FinCEN by April 25, 2025. These foreign entities, however, will not be required to report any U.S. persons as beneficial owners, and U.S. persons will not be required to report BOI with respect to any such entity for which they are a beneficial owner.
The reporting is mandated by the Corporate Transparency Act (CTA) passed by Congress in 2021 and involves providing beneficial ownership information (BOI). This law requires United States businesses to report who owns or controls them and is part of the U.S. government’s efforts to make it harder for bad actors to hide or benefit from illicit activities.
For additional information, visit FinCEN's BOI Reporting website.
Previous News Story
Starting on January 1, 2024, some businesses are required to report ownership information to the U.S. Department of Treasury's Financial Crimes Enforcement Network (FinCEN). Entities include (but are not limited to) many types of corporations, limited liability companies, partnerships, and trade names.
The reporting is mandated by the Corporate Transparency Act (CTA) passed by Congress in 2021 and involves providing beneficial ownership information (BOI). This law requires United States businesses to report who owns or controls them and is part of the U.S. government’s efforts to make it harder for bad actors to hide or benefit from illicit activities.
The North Dakota Office of the Secretary of State is NOT involved in BOI reporting. It is unable to provide assistance with this federal requirement and is providing this notice as a courtesy to business owners. For additional information, visit FinCEN's BOI Reporting website.
Who Has to Report BOI Information
Your company may need to report information about its beneficial owners if it is one of the following:
- A corporation, a limited liability company (LLC), or was otherwise created in the United States by filing a document with a secretary of state or any similar office under the law of a state or Indian tribe
- A foreign company and was registered to do business in any U.S. state or Indian tribe by such a filing
Twenty-three types of entities are exempt from beneficial ownership information reporting requirements, including publicly traded companies, nonprofits, and certain large operating companies. Details about which businesses are exempt can be found in FinCEN’s Small Entity Compliance Guide.
Deadline for Reporting
If your business was created or registered
- Prior to January 1, 2024 - you will have until January 1, 2025 to report BOI
- In 2024 - you must report BOI within 90 calendar days after receiving notice that your registration is effective, whichever is earlier
- On or after January 1, 2025, you must file BOI within 30 calendar days after receiving notice that its registration is effective
How to Complete the Report
All reporting is mandated and overseen by FinCEN; the North Dakota Office of the Secretary of State isn't involved in BOI reporting.
There is no cost to file the report and it only needs to be completed once unless a company needs to update or correct information. Businesses need to submit the beneficial ownership information electronically through FinCEN’s website.
Noncompliance
As specified in the Corporate Transparency Act, a person who willfully violates the BOI reporting requirements may be subject to civil penalties of up to $500 for each day that the violation continues. That person may also be subject to criminal penalties of up to two years imprisonment and a fine of up to $10,000.
Disclaimer: The North Dakota Office of the Secretary of State is NOT involved in BOI reporting. It is unable to provide assistance with this federal requirement and is only providing this notice as a courtesy to business owners. For additional information, visit FinCEN's BOI Reporting website.