There’s big news if you’ve been preparing to file a Beneficial Ownership Information Report (BOI report or BOIR) for your Texas business. You may not have to anymore. As of March 2025, the rules around who needs to file a BOI report have changed. For most U.S.-based businesses, the requirement no longer applies.
This article explains what changed, what it means for your business, and what you still need to watch out for.
What Is a BOI Report and Who Needs to File It?
A BOI report informs the Financial Crimes Enforcement Network (FinCEN) about the people who own or control a company. The Corporate Transparency Act initially required most businesses formed in the U.S. (especially LLCs and corporations) to file this report. The law aimed to make it more difficult for bad actors to hide or benefit from gains obtained through shell companies or non-transparent ownership structures.
So, what is a BOI report, and who needs to file it now? In March 2025, FinCEN issued an interim final rule that changed the definition of “reporting company.” Now, only companies formed under foreign law and registered to do business in a U.S. state or tribal jurisdiction must file a BOI report.
You are now exempt if your business was formed in the U.S., including Texas. As of March 2, 2025, FinCEN applied all exemptions and is no longer enforcing BOI reporting penalties or fines against U.S. citizens or domestic reporting companies.
Who Needs To File a FinCEN BOI Report?
According to the new rule, who needs to file a FinCEN BOI report is now limited to entities that are:
- Formed under the laws of a foreign country;
- Registered to do business in a U.S. state or tribal jurisdiction by filing with a secretary of state or similar office; and
- Not eligible for exemptions under the CTA.
Texas LLCs, corporations, and partnerships formed under state law no longer have to file BOI reports with FinCEN.
You may still have a filing obligation if your business is a foreign entity registered in Texas that doesn’t meet one of FinCEN’s exemption categories.
For foreign pooled investment vehicles, the rule now states that if only U.S. persons have control, the entity does not need to report anyone’s information. But if a non-U.S. person exercises substantial control, the business must disclose that individual’s details.
Who No Longer Has To File?
The most significant change is for U.S.-based companies. The interim final rule exempts all domestic entities from reporting, regardless of size or ownership.
You do not need to file a BOI report if your company:
- Was formed under the laws of any U.S. state, including Texas;
- Is operated by U.S. persons; or
- Was previously considered a “domestic reporting company” under FinCEN’s earlier guidance.
If you already filed a BOI report in 2024 or early 2025 and your business qualifies as a domestic entity, you are no longer required to file updates or corrections.
How To File a BOI Report in Texas (If Required)
If you operate a foreign business entity registered in Texas, you may still need to know how to file a BOI report.
Here’s how the process works:
- Go to FinCEN’s BOIR filing portal;
- Complete the online submission or upload a completed PDF; and
- File within the required deadline, usually 30 days from registration.
Upon the publication of FinCEN’s interim final rule, these deadlines now apply:
- Foreign reporting companies registered to do business in the U.S. before the date of publication of the interim final rule must file BOI reports 30 days from that date; and
- Foreign reporting companies registered to do business in the U.S. on or after the date of publication of the interim final rule have 30 days to file an initial BOIR after receiving notice that their registration is effective.
Under the new rule, U.S. persons who are beneficial owners of a foreign company do not need to be reported.
What Information Must Be Reported?
Foreign reporting entities must report the following:
- Legal name and any trade or “doing business as” names,
- Current business address (U.S. or foreign),
- Jurisdiction of formation,
- State or tribal jurisdiction of registration, and
- Taxpayer Identification Number (or foreign equivalent).
If applicable, beneficial owners and company applicants must be identified, but not if they are U.S. persons.
Why Did FinCEN Make This Change?
FinCEN cited the original rule’s regulatory burden, particularly on small domestic businesses, as the primary reason for the change. According to Treasury officials, exempting U.S. entities better balances transparency goals with the public interest.
Do I Still Need Legal Help?
Yes, especially if your business is a foreign entity operating in Texas or you’re unsure whether you qualify for an exemption. The legal landscape is shifting quickly. Staying informed about what’s required (and no longer required) can help avoid costly missteps. Speak with an attorney to confirm your obligations.
Massingill Helps Texas Businesses Stay Informed and Compliant
At Massingill, we help Texas business owners understand how changing laws affect them. Our experienced business attorneys keep a finger on the pulse of evolving laws and policies. When the law changes, we’re ready to help you adjust and stay ahead.
Our firm has earned the trust of business clients across Texas. Massingill’s team has decades of experience navigating complex business matters. Since 2015, we have provided our clients with customized solutions for their needs. From business formation to compliance to dispute resolution, Massingill can help your business thrive.
Questions About BOI Reporting?
Still confused about who needs to file a BOI report? Wondering whether your company falls under the new rule? Our team will help you understand where your business stands and what (if anything) you need to do next. Contact Massingill today to learn more about how we can help your business.
Joshua Massingill
Joshua Massingill is an attorney practicing in Austin, Texas. He serves on the Texas State Bar’s Law Practice Management Committee, the Leander Educational Excellence Foundation (LEEF) Board of Directors, and the Success-Werx Board of Advisors. He mentors young entrepreneurs in Leander ISD’s INCubatorEDU program and is active in his church.
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