If you’ve been following the Beneficial Ownership Information (BOI) reporting saga, you know it’s been a year of constant changes. The Treasury Department and FinCEN have been revising, clarifying, and now outright reversing some of the original requirements. The latest shift? If your company operates only in the U.S., you may no longer need to file a BOI report.
This is a major pivot from the original rules that required nearly every small business to disclose ownership details. After months of pushback and confusion, domestic-only businesses now fall into an exemption category—something that wasn’t originally on the table.
The Back-and-Forth of BOI Rules
Here’s a quick recap of the BOI rollercoaster:
- January 1, 2024: The BOI reporting requirement officially went into effect, requiring most U.S. businesses to register ownership details with FinCEN.
- Early 2024: Small business owners scrambled for clarity as FinCEN released FAQs but remained vague on enforcement and penalties.
- March 2024: A federal lawsuit challenged the rule, arguing that it imposed an unnecessary burden on small businesses.
- April 2024: FinCEN began considering exemptions for certain domestic entities, acknowledging concerns over compliance complexity.
- Now (March 2025): The latest Final Rule exempts companies that operate entirely within the U.S. from BOI reporting.
This rapid series of changes has created uncertainty for small business owners trying to stay compliant. But this latest exemption is a rare case of regulatory relief—at least for companies that qualify.
Who’s Now Exempt?
Your business is exempt from BOI filing if:
✅ It only does business in the U.S.
✅ It only earns revenue domestically.
✅ It has no foreign ownership, accounts, or operations.
For businesses that fit this profile—LLCs, S Corps, and C Corps with strictly U.S.-based activities—this is a win. No more BOI filing headaches.
Who Still Needs to File?
If your business has any international ties, you’re still required to submit BOI reports. That includes:
- Foreign owners, partners, or investors
- Revenue from international customers
- Operations, bank accounts, or assets outside the U.S.
If you’re unsure whether you qualify for the exemption, don’t assume—check with your accountant.
What You Should Do Now
1️⃣ Confirm Your Exemption – If your business is 100% domestic, you’re likely off the hook.
2️⃣ Keep Documentation – Even if you’re exempt, maintaining internal records of your U.S.-only status is a smart move in case of future audits.
3️⃣ Stay Alert for More Changes – This isn’t the first revision, and it may not be the last. Compliance rules are still evolving.
Bottom Line
The BOI reporting rules have been a moving target for over a year, creating plenty of whiplash for small business owners. While this latest exemption eliminates one regulatory hurdle for U.S.-only businesses, companies with any foreign connections still need to comply. As always, staying informed and proactive is the best way to avoid compliance headaches down the road.
