Few small-business rules have whiplashed like beneficial-ownership (BOI) reporting. It launched in 2024 under the Corporate Transparency Act, got tangled in court injunctions, and was then rewritten by FinCEN in a 2025 interim final rule. Here’s where it stands — and why the scary letter in your mailbox is probably not from the government.
The short version
Under FinCEN’s March 2025 interim final rule, companies formed in the United States — including California LLCs and corporations — are exempt from BOI reporting. The requirement now applies to foreign companies registered to do business in the U.S., and even they no longer report U.S.-person beneficial owners.
If you formed your LLC with the California Secretary of State, then as of this writing you most likely have no federal BOI filing to make. (This is separate from your regular Secretary of State Statement of Information — that one still exists and still has a deadline.)
Why “as of this writing” is doing real work
The 2025 rule is an interim final rule, litigation around the Corporate Transparency Act has continued, and FinCEN has signaled further rulemaking. A rule that reversed once can reverse again — which is exactly the kind of announcement this blog tracks, and we’ll publish a follow-up if the requirement comes back.
The scam economy that grew around BOI
The confusion spawned an industry of official-looking mail and emails: “URGENT — $400 processing fee — avoid $591/day penalties.” Two things to know: FinCEN’s filing, when required at all, is free and online, and FinCEN does not send unsolicited demands for payment or for your beneficial owners’ passport scans via email.
If your business was formed in the U.S., don’t pay anyone to file a BOI report you likely don’t owe. If you formed an entity abroad and registered it in California, you probably do have a filing — and that one is worth doing correctly.
Action items
- Confirm where your entity was formed — U.S.-formed entities are currently exempt
- Foreign entities registered in the U.S.: confirm your reporting status with FinCEN’s current guidance
- Treat unsolicited “BOI compliance” mail demanding fees as presumptively fake
- Keep your California Statement of Information current — it’s unrelated to BOI and still due
- Watch this space — the rule has changed before and may change again
This article is general information, not tax advice for your specific situation. Rules change and details matter — talk to a CPA (we know one) before acting on anything here.