BOI e-Filing Alert: A federal court order issued on February 19, 2025, has reaffirmed that businesses must file a Beneficial Ownership Information (BOI) report.
The Corporate Transparency Act (CTA) and its BOI reporting requirement have been deemed unconstitutional in court rulings, but the legal battles continue. This law has been in and out of court multiple times, with decisions reversing course along the way. It is our opinion that these requirements will change again, but at this time, businesses must comply with the filing requirement to avoid penalties. File your BOI HERE
As you may be aware, the Corporate Transparency Act (CTA) requires many businesses to file a Beneficial Ownership Information (BOI) report with FinCEN. However, not all businesses are required to file.
This article will help clarify who must file and who is exempt so you can determine whether you need to take action.
Who Must File a BOI Report?
Any domestic or foreign business entity that was formed by filing with a Secretary of State (or equivalent office) is required to file, including:
✔ LLCs (single-member and multi-member)
✔ Corporations (C-Corps and S-Corps)
✔ Limited Partnerships (LPs)
✔ Statutory or Business Trusts
✔ Foreign businesses registered to do business in the U.S.
If your business falls into any of these categories and does not qualify for an exemption, you must file a BOI report.
Who is Exempt from Filing?
There are 23 exemptions, but the most common ones include:
❌ Large Operating Companies – You are exempt if your business:
- Has more than 20 full-time U.S. employees, AND
- Had more than $5 million in U.S.-sourced revenue on its prior-year tax return, AND
- Has a physical U.S. office (not just a mailing address).
❌ Publicly Traded Companies – If your business reports to the SEC, you do not need to file.
❌ Financial & Regulated Institutions – Banks, credit unions, insurance companies, and investment firms that already report ownership details to federal/state regulators are exempt.
❌ Inactive Businesses – You are exempt if your entity was formed before January 1, 2020, AND:
- Has no ongoing business activity,
- Has no foreign owners, AND
- Has not received or transferred funds/assets in the past 12 months.
❌ Sole Proprietors & General Partnerships – If you did not file formation documents with the state (i.e., you are operating under your own name or a DBA), you do not need to file.
Common Questions & Misconceptions
1️⃣ Do single-member LLCs need to file?
✅ Yes. Even if your LLC is taxed as a sole proprietorship, it is still legally an LLC and must comply.
2️⃣ Do I need to file for each LLC I own?
✅ Yes. If you have multiple LLCs, each one must file separately unless exempt.
3️⃣ If I use a DBA (Doing Business As), do I need to file?
❌ No. DBAs are not separate legal entities. Only LLCs and corporations must file.
4️⃣ What about holding companies?
✅ Yes. If the holding company is an LLC or corporation, it must file unless exempt.
5️⃣ Do real estate investors with multiple LLCs need to file?
✅ Yes. Each LLC requires its own BOI filing unless it qualifies as a large operating company under the exemption.
6️⃣ What happens if I don’t file?
🚨 Non-compliance penalties are steep:
- $500 per day in civil fines for failure to file, AND
- Up to $10,000 in criminal fines and up to two years in prison for willful violations.
What Should You Do Now?
🔹 Determine whether your business needs to file.
🔹 If required, submit your BOI report before the deadline.
🔹 Keep your information updated. If ownership changes, you must file an update within 30 days.
Need help? While we cannot file on your behalf, we can guide you through the process and answer any questions you may have.
We appreciate your continued trust in Michael DiSabatino’s We Do Books™. Let us know how we can assist you.
If you have any questions, please do not hesitate to call our offices at 855-922-WeDo (9336)