Beneficial ownership received attention when the Corporate Transparency Act (CTA) first went into effect on January 1, 2024. Initially, the CTA required reporting companies to submit information on their beneficial owners to the Financial Crimes Enforcement Network (FinCEN). However, following FinCEN's March 26, 2025, interim final rule, U.S.-formed companies—formerly known as domestic reporting companies—are no longer required to report BOI. FinCEN now defines "reporting company" as only foreign entities that have registered to do business in a U.S. state or Tribal jurisdiction. For example, a company formed in Ireland and registered in New York would generally be required to report unless otherwise exempt. This guide clarifies the beneficial ownership definition and the updated reporting requirements. It also explains how Harbor Compliance assists foreign entities in submitting BOI accurately and efficiently when reporting is still necessary.

Who Is a Beneficial Owner of a Company?

As defined by FinCEN's regulations implementing the Corporate Transparency Act, a beneficial owner is an individual who either owns at least 25% of a company's ownership interest or exercises substantial control over the company.

The first criterion is defined precisely enough to make the identification of beneficial owners easy. Anyone who directly or indirectly owns 25% or more of a company's stock, voting rights, convertible instruments, or other ownership interests is considered a beneficial owner.

As for substantial control, the CTA outlines four specific types of individuals who have it:

1. Senior officers
2. Individuals who have the power to appoint or remove senior officers
3. Important decision-makers
4. Anyone who otherwise has significant control over a company's operations

The CTA requires companies to list all beneficial owners and provide their identifying information to FinCEN. This is done to prevent illicit activities through shell companies or legitimate businesses.

Exceptions From the Definition of a Beneficial Owner

In some cases, you may not need to include a beneficial owner's information in your BOI report. The CTA makes five exceptions from the beneficial owner definition:

1. Minors
2. Nominees, intermediaries, custodians, or agents
3. Employees
4. Inheritors
5. Creditors

Note that there are specific criteria a beneficial owner must meet to qualify for an exemption. For example, a person is only considered an employee in the BOI reporting context if they meet the following requirements:

• They're subject to the control and will of the employer, who has the power to discharge them.
• Their economic benefits or substantial control over the company are derived only from their employee status.
• They don't serve as the company's senior officer.

It's also worth mentioning that special rules might apply to some exceptions. For example, the fact that you don't need to report a minor's information doesn't mean you can completely exclude them from the report.

Instead, you must include the identifying information of a minor's parent or legal guardian in the report. When the minor reaches legal age, you must submit an updated BOI report that includes their information.

You can find all the necessary details about beneficial ownership exceptions alongside qualification criteria and special rules in FinCEN's Small Entity Compliance Guide.

Company Applicants—An Often Overlooked Aspect of BOI Reporting

As beneficial owners are at the center of the CTA's requirements, it's easy to forget about another category of individuals you might need to include in your report—company applicants. Under FinCEN's March 26, 2025, interim final rule, U.S.-formed companies—formerly known as domestic reporting companies—are no longer required to report BOI, so company applicants only matter for foreign entities that meet the new definition of a reporting company. These foreign reporting companies must include information on company applicants if they were involved in forming and registering the entity in a U.S. state.

The CTA differentiates between two types of company applicants:

• Individuals who directly filed the document that resulted in the reporting company's formation
• Individuals who were responsible for directing or controlling the filing action

If only one person was involved in the formation process, they are considered the direct filer and the only company applicant who must be included in the report. This second category only applies if two or more people registered the company.

Foreign reporting companies are responsible for keeping their beneficial owners' and company applicants' information current with FinCEN. After submitting an initial report, updates must be filed no later than 30 days after any information changes. For company owners with many responsibilities, this can be a lot to track—but working with Harbor Compliance can make the process simpler and more manageable.

When Do You Need To File a BOI Report?

Once you know who your entity's beneficial owners are, it's important to understand which entities are actually required to file. Under FinCEN's March 26, 2025, interim final rule, U.S.-formed companies—formerly known as domestic reporting companies—are no longer required to report BOI, so only certain foreign reporting companies need to consider filing.

For foreign reporting companies, the following deadlines applied under the rule:

• Entities registered to do business in the U.S. before March 26, 2025, had to file BOI reports by April 25, 2025.
• Entities registering on or after March 26, 2025, were required to submit their initial BOI reports within 30 calendar days after their registration became effective.

Foreign reporting companies are not required to report any U.S. persons as beneficial owners, and U.S. persons are not required to report BOI with respect to such entities. For organizations that do choose to submit BOI reports, working with a professional service provider like Harbor Compliance can simplify the process and allow submissions to be completed quickly, without adding extra strain to company owners.

Streamline Your BOI Reporting Process

Entities often file incorrect BOI reports during last-minute rushes. However, with Harbor Compliance, you're guaranteed to submit error-free BOI reports to FinCEN—and in record time.

Order the Harbor Compliance BOI Reporting Service Here

BOI Reporting Service by Harbor Compliance

If you want to eliminate guesswork from BOI reporting, Harbor Compliance has a solution. Our comprehensive BOI Reporting Service can assist foreign entities registered to do business in the U.S. who are still subject to BOI reporting under FinCEN's rules. We handle the process based on the information you provide, allowing you to focus on other priorities.

After gathering the necessary details from your organization, we can submit the information to FinCEN and provide guidance on updates if needed—foreign entities are not required to file on their own unless they fall under the reporting requirements.

The service is available to all foreign reporting companies still covered under the CTA, from small firms to multinational organizations. It is also a useful option for nonprofits with foreign registrations that are not 501(c) exempt, helping clarify any reporting details that may otherwise be confusing.

Advantages of Partnering With Harbor Compliance

FinCEN estimates that it can take up to three hours to compile and submit your report, so it can be quite tedious and time-consuming. If you opt for our BOI Reporting Service, you won't need to waste valuable time submitting your report.

More importantly, we'll send you periodic automated reminders to check whether any of your company's BOI needs to be updated. There are numerous situations that might call for an update, such as:

• Your beneficial ownership structure has changed.
• There's been a change to a beneficial owner's information (e.g., their address).
• Some of the documents provided as proof of identity have expired.

With Harbor Compliance, you don't need to worry about forgetting to update FinCEN on any of the above changes. If any of them occur, we'll submit an updated report based on the provided information.

Finally, we make it easy to keep track of your company's leadership and ownership information through the optional Records Manager add-on. It centralizes all the necessary information to give you a clear overview and make updates effortless.

How To Order the BOI Reporting Service

You can get started with our BOI Reporting Service in no more than a few minutes—all you need to do is complete the signup wizard. The process only takes three steps:

1. Choose from three options based on your business specifics:
   1. Single business
   2. Nonprofit that is not 501(c) exempt
   3. Multiple entities
2. Enter your contact information and company details
3. Check out

After you've purchased the service, we'll gather all the relevant information and submit your initial BOI report. You'll get a confirmation that the report has been filed alongside the aforementioned ongoing support.

Other Ways We Help You Meet Your Regulatory Obligations

BOI reporting is only one of many tasks we can complete on your behalf. The following table outlines some of the most popular services from our extensive portfolio:

Category	Services
Comprehensive entity lifecycle management	Harbor Compliance supports your organization's growth from the first steps, such as reserving a business name, registering DBAs, and filing your initial report, to submitting annual reports, amending your formation documents, or even dissolving your organization.
Registered agent	Most organizations need a registered agent, and Harbor Compliance is up to the task. With our Registered Agent Service, you can rest assured that your legal or government notices will be received and delivered timely. You can partner with us even if you already have an agent as we can complete the agent change without your direct involvement.
Document filing and retrieval	If you want to deliver time-sensitive filings to the secretary of state or other governing bodies in person, our Drop-Off Filing Service is an excellent choice. We can also obtain important documents, including your certificate of good standing or authority, articles of reinstatement, and certified copies.
Business licensing support	Harbor Compliance can obtain and manage your general business licenses and industry-specific ones (construction, engineering, etc.).
Nonprofit formation	We can complete the entire nonprofit incorporation or charitable registration process on your behalf and secure your 501(c) tax exemption.
Tax-related services	Whether you need to obtain an EIN, register for payroll tax or sales and use tax, or complete various other tax-related tasks, Harbor Compliance is here to make the process quick and easy.

BOI Reporting FAQs

Below, we'll answer some of the most commonly asked questions about BOI reporting. You can learn more on FinCEN's FAQ page or visit our extensive Information Center to find resources on numerous additional regulatory matters.

Simplify BOI Reporting With Harbor Compliance

As daunting as it may seem, BOI reporting doesn't need to rob you of valuable time and energy. Order our BOI Reporting Service, and we'll take care of everything to ensure your company meets its obligations.

To make sure you haven't missed any other important requirements, get a free Harbor Compliance Score™. If you need any help ensuring your organization operates in accordance with state and federal laws, inquire about our additional services for a custom solution.

We also offer a comprehensive compliance platform that makes it easy to stay on top of all the necessary regulations. Schedule a demonstration to see how it can help.