If you have heard people mention “BOI” and felt like everyone else already knew what it meant, you are not alone.
BOI stands for Beneficial Ownership Information. It is information about the real people behind a company — in other words, the individuals who own it or control it. Under the Corporate Transparency Act, certain companies were required to report that information to FinCEN, a bureau of the U.S. Treasury. A “beneficial owner” generally means a person who either owns or controls at least 25% of the company, or exercises substantial control over it.
Why is BOI such a big topic?
BOI became a major issue because it was designed to make company ownership more transparent and make it harder to hide behind anonymous entities. For a while, many U.S. and foreign companies were expected to review whether they had to file. Then the rules changed, deadlines moved, lawsuits added confusion, and many businesses were left unsure what still applied.
The short answer
As of now, the practical headline is much simpler than it used to be:
-
If your company was created in the United States, it is now exempt from BOI reporting.
-
If your company was created outside the United States but registered to do business in the U.S., it may still need to be reviewed.
-
Even when a foreign company still has to file, U.S. persons generally do not have to be reported as beneficial owners.
That means many international businesses no longer need to think about BOI in the same way they did before. For many groups, the question is no longer “How do we file?” but “Does any entity in our structure still fall within the rule at all?”
What changed?
The biggest change is that FinCEN revised the definition of “reporting company.” Under the current rule, it now covers only certain entities formed under foreign law that have registered to do business in a U.S. state or tribal jurisdiction by filing with a secretary of state or similar office. Entities created in the U.S. — including those that were previously treated as domestic reporting companies — are now exempt. FinCEN also says those domestic entities do not need to file initial reports, and they do not need to update or correct BOI reports that may have been filed previously. You can find additional information in the interim final rule Q&A.
That is why this topic feels so confusing: a lot of older BOI content online is no longer current. FinCEN itself says older guidance should be disregarded to the extent it conflicts with the newer rule.
Who still needs to pay attention?
BOI may still matter if your company is formed outside the U.S. and then directly registered to do business in the United States.
A simple way to think about it is this:
-
A U.S. subsidiary formed in Delaware, New York, or another state? Usually exempt.
-
A foreign parent company that directly registered to do business in a U.S. state? Possibly still in scope.
-
A structure with several entities across countries? Worth reviewing entity by entity.
For many international groups, that means BOI is now less of a mass filing exercise and more of a structure-check exercise. That is also why the issue often overlaps with broader questions around registrations, entity design, and U.S. corporate tax services or U.S. expansion consulting.
What information does BOI include?
At a high level, BOI is about two things:
-
Information about the company itself
-
Information about the people who own or control it
For foreign entities that are still reportable, the company-level information can include items such as the legal name, any trade names, the company’s U.S. business address, the foreign country where it was formed, the first U.S. state where it registered, and tax identification information. FinCEN’s materials explain these requirements in more detail.
What about beneficial owners? Who exactly are they?
This is another area where people get stuck, so it helps to keep it simple.
A beneficial owner is generally an individual who either:
-
Owns or controls at least 25% of the company, or
-
Has substantial control over the company, even without owning 25%
But under the current BOI rule, reporting companies do not need to report U.S. persons as beneficial owners, and U.S. persons do not need to provide BOI for those filings. So even if a foreign company is still in scope, the list of reportable individuals may be narrower than many businesses expect.
What are the deadlines now?
For foreign entities that are still considered reporting companies, FinCEN says:
-
If the foreign entity became a reporting company before March 26, 2025, its BOI report was due by April 25, 2025.
-
If the foreign entity became a reporting company on or after March 26, 2025, it generally has 30 calendar days to file after receiving notice that its registration is effective, or after public notice of that registration — whichever comes first.
So for some businesses, the real risk is not future confusion — it is that a foreign registration may already have triggered a filing deadline that no one revisited after the rule changes.
What should international businesses do now?
A practical first review can start with four plain-English questions:
-
Was this entity formed in the U.S. or outside the U.S.?
-
Is it directly registered to do business in the United States?
-
Does an exemption apply?
-
If it is still in scope, did a filing deadline already start?
For many Orbiss-type clients, the answer will be reassuring: if the U.S. business is carried on through a U.S.-formed subsidiary, BOI is generally no longer the immediate compliance issue it once was. But if a foreign parent or affiliate is directly registered in the U.S., a current review is still worth doing. If you want to review your structure more broadly, explore our U.S. business expansion resources or contact us.
