In 2021, the U.S. Congress enacted the Corporate Transparency Act (CTA) to enhance corporate transparency and prevent financial crime. FinCEN’s current rules exempt entities created in the United States from federal Beneficial Ownership Information (BOI) reporting. Certain foreign-formed entities registered to do business in the United States may still need to report, subject to exemptions.
Current federal BOI requirements
The distinction is where an entity was formed, not simply whether it operates in the United States. Entities created under U.S. law are exempt from FinCEN BOI reporting. Foreign-formed entities registered to do business in a U.S. State or Tribal jurisdiction must assess whether they meet the definition of a reporting company and qualify for an exemption. See FinCEN’s current BOI guidance for the applicable definitions and exemptions.
Reporting companies do not need to report BOI for U.S. person beneficial owners or U.S. person company applicants. U.S. persons do not need to provide BOI to reporting companies.
These federal BOI exemptions are separate from state annual reports, registered-agent requirements and other entity obligations. A federal BOI exemption does not by itself remove applicable state filing requirements.
How family offices can assess reporting obligations
Family offices with layered structures involving trusts, holding companies and special-purpose vehicles need to distinguish exempt U.S.-created entities from foreign-formed entities that may still have federal reporting obligations.
For any entity that may fall within the remaining federal BOI requirements, the starting point is to confirm its reporting status before gathering or submitting information:
- Confirm reporting status – Check whether the entity is foreign-formed, registered to do business in the United States, and eligible for an exemption.
- Gather only required information – If reporting applies, identify the information required under current FinCEN rules, including the exemptions for U.S. persons.
- Review the latest FinCEN guidance – Ensure your team is using up-to-date information.
- Consult legal and compliance advisors – Get professional advice to interpret CTA requirements for your structure.
Separating federal BOI requirements from state obligations helps teams avoid unnecessary submissions while keeping track of filings that still apply.
Staying informed
Reporting requirements can change. Family offices can use FinCEN’s official guidance for federal BOI reporting and check the relevant state authorities for annual reports and other state obligations. Legal and compliance advisors can help interpret the requirements for a particular structure.
About FileForms FileForms is a trusted technology platform designed to streamline compliance with Annual Report filings, Registered Agent services, Entity Formations, and BOI reporting. Our secure platform helps organisations efficiently manage large volumes of legal entities, ensuring compliance with both state and federal requirements—all from a single, user-friendly dashboard.
