Compliance Briefing — January 1, 2025

Executive briefing: FinCEN's beneficial ownership reporting rule under the Corporate Transparency Act requires domestic and foreign reporting companies created before 1 January 2024 to submit their initial Beneficial Ownership Information (BOI) report by 1 January 2025. The BOI portal is live, and non-compliance can trigger civil penalties of up to $500 per day and criminal exposure for willful violations.

Key risk themes

• Regulatory enforcement. FinCEN can levy daily civil penalties and criminal charges for willful failures to file or update BOI reports.
• Entity inventory gaps. Multientity groups may overlook dormant LLCs or holding companies formed before 2024 that still require reporting.
• Data quality. Incomplete beneficial owner IDs or address details can cause filings to be rejected, delaying compliance.

Operational priorities

• Entity scoping. Build a full inventory of U.S. and foreign entities registered to do business in the U.S. before 2024; map exemptions (e.g., large operating companies, banks).
• Data collection. Gather required owner details (name, DOB, residential address, ID number and image) and company applicant information where applicable.
• Submission controls. Use FinCEN's e-filing portal with dual review, retain confirmation receipts, and set reminders for update obligations within 30 days of changes.

Enablement moves

• Publish guidance to entity controllers on BOI obligations, exemptions, and penalties before year-end 2024.
• Create a central repository for beneficial owner documentation and attestations to streamline future updates.
• Align company formation processes so new entities formed in 2024+ file within 90 days (dropping to 30 days in 2025).

Sources

• FinCEN BOI filing page
• Beneficial ownership reporting final rule (Federal Register)

Zeph Tech supports compliance teams with CTA scoping checklists and BOI filing reviews.

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