The BOI report rules changed. Find out whether your company still has to file.

Beneficial ownership reporting was rewritten in 2025, and most owners are still working from old advice. Most US-formed companies are now exempt — but if yours is one that has to file, we prepare and submit it to FinCEN for a flat $25.

If your company was formed in a US state, you're almost certainly exempt and have nothing to file. If you're a foreign-formed company that does have to file, our fee is a flat $25.

Company building linked by glowing lines to three floating owner silhouettes

What a BOI report is, and what changed

Beneficial ownership information, filed with FinCEN under the Corporate Transparency Act.

A BOI report tells FinCEN, a bureau of the US Treasury, who ultimately owns and controls a company. A beneficial owner is generally someone who owns 25 percent or more of the company, or who exercises substantial control over it. The report is not a tax filing and has nothing to do with the IRS.

When the Corporate Transparency Act took effect, the expectation was that essentially every small US company would file. That is no longer the position. Under FinCEN's 2025 interim final rule, companies formed in the United States are exempt from beneficial ownership reporting. Companies formed abroad that registered to do business in a US state are still required to file, and are not required to report beneficial owners who are US persons.

This area has moved more than once: deadlines shifted, enforcement paused, and then the rule was rewritten. Anything you read from 2024 is probably out of date, which is why we check your specific situation rather than repeat a rule of thumb.

Three things people still get wrong

The questions we answer most often, now that the rule has moved.

"Every LLC has to file"

Not any more. Under the 2025 interim final rule a company formed in a US state is exempt. If you formed a Wyoming or Delaware LLC, that most likely includes you, and there is nothing to buy.

"I'm not American, so I'm exempt"

It works the other way round. The obligation now falls on companies formed outside the US that registered to do business in a US state. Where you personally live is not what decides it; where the company was formed is.

"I got a letter demanding a filing fee"

FinCEN does not charge a fee to file a BOI report and does not send letters demanding payment. Official-looking mail with a QR code and a price on it has been circulating for a while. Send it to us before you pay anyone.

Do you need to file?

Where things stand under the 2025 interim final rule. Confirm with us before you act on it, because this is exactly the sort of rule that moves.

You most likely still file if:

  • Your company was formed outside the US and registered to do business in a US state
  • That's you and you registered before 26 March 2025: the report was due by 25 April 2025, so treat it as urgent rather than routine
  • That's you and you registered later: the deadline is 30 days from the date your registration takes effect
  • You are a foreign-formed company that has already filed, and your owners, addresses or ID documents have since changed

You most likely don't if:

  • Your LLC or corporation was formed in a US state, which covers most Brio clients
  • You already filed before the rule changed: a US-formed company that has filed has nothing further to do, whatever has changed since

Worth checking either way if you're unsure which of the two your entity is, or if a filing agent told you to file and couldn't explain why. If you don't need to file, we'll tell you and that's the end of it — we won't sell you a report you don't need.

What we do

A status answer first, then only the work that is genuinely required.

A clear status answer

We look at where the company was formed, whether it is registered in any other state, and who owns it, then tell you plainly whether a report is required.

The BOI report filed, where one is due

For companies that do have to file, we collect the owner details and identification, prepare the report, and submit it to FinCEN.

Updated and corrected reports

If you're a foreign-formed company that has filed and something has changed, a new owner, a new address, a renewed passport, the report has to be updated within 30 days. We handle those. US-formed companies are exempt and have nothing to update.

A copy of what was filed

You get the confirmation and a record of exactly what was reported, so you are not guessing next year.

We watch the rule for you

This has been rewritten once already. If the position changes in a way that affects your company, we'll let you know. Tell us when your ownership or details change and we'll say whether anything is due.

A second opinion on scam mail

Forward anything that arrives asking for a BOI fee and we'll take a look and tell you what we think before you send money to anyone.

Why we won't just sell you a filing

Plenty of providers still sell BOI filings to every customer who asks, because the fee is easy money and the client rarely finds out it was unnecessary. We think that is a bad way to treat people who trust us with their compliance.

The flip side is real too: if your company is one that must file, this is not something to leave. Penalties for willful failures under the Corporate Transparency Act are serious. Our filing fee is a flat $25, so there's no reason to put it off.

How it works

Tell us about the company

Where it was formed, which states it is registered in, and who owns or controls it. A few lines is usually enough to settle the question.

We confirm your status

You get a plain answer: no filing required, a first report due, or an update needed on a report you already made.

We file, if filing is required

We collect the owner details and identification, prepare the report, and submit it to FinCEN. You review before it goes.

You keep the record, we keep watching

You get the confirmation and a copy of what was reported. If the rule changes in a way that affects you, we'll let you know. See the wider yearly picture in our compliance checklist.

Common questions

So my US LLC doesn't have to file at all?

Under FinCEN's 2025 interim final rule, companies formed in the United States are exempt from beneficial ownership reporting. That covers most of our clients, and registering to do business in other states does not change it. It is still worth a check rather than an assumption, because the answer turns on where the entity was formed, and because this rule has already been rewritten once.

I filed a BOI report last year. Do I need to undo it?

No. A report that was filed stays filed; there is nothing to withdraw and no penalty for having complied. If your company is now exempt, the practical effect is simply that no further reports are expected from you.

What counts as a beneficial owner?

Generally anyone who owns 25 percent or more of the company, or who exercises substantial control over it, such as a senior officer or someone with authority over important decisions. Control can capture people who hold no shares at all, which is where filings most often go wrong.

Is a BOI report the same as my annual report or my tax return?

No, they are three separate things. BOI goes to FinCEN, your annual report goes to your state, and your tax returns go to the IRS and sometimes to a state tax authority. Being exempt from one says nothing about the others.

What does it cost?

Our BOI filing service is a flat $25. FinCEN itself does not charge a filing fee, so that $25 covers our work — checking your details, preparing the report and submitting it correctly to FinCEN — not a government charge. If your company is exempt, we'll tell you and there's nothing to file.

Could the rules change again?

Realistically, yes. The Corporate Transparency Act has been through court challenges, paused enforcement and a rewritten rule already. We'd rather tell you where things stand today and keep watching than pretend the position is settled forever.

Get a straight answer before you pay anyone.

For most US-formed companies the answer right now is that nothing is due. If yours does need a report, we'll prepare and file it with FinCEN for a flat $25.