Does beneficial ownership reporting apply to my small company?
The obligation attaches to entities created by a filing with a state office, unless one of the 23 exemptions applies. Small companies are the target group, because the largest exemption requires more than 20 employees, more than 5 million dollars in receipts and a US office at the same time.
The answer differs between the federal level and the states, see the rows below.
The answer by level
Federal level
The reporting rule requires a reporting company to file identifying information on each beneficial owner, being any individual who exercises substantial control or owns or controls at least 25 percent of the ownership interests.
31 CFR § 1010.380, beneficial ownership information reportingThreshold
The rule lists 23 exemptions, including the large operating company exemption for an entity with more than 20 full time employees in the United States, more than 5 million dollars in gross receipts and a physical office in the country.
31 U.S.C. § 5336, 31 CFR 1010.380Current status
The scope of who must file has been changed by rulemaking and litigation; the agency's own reporting page states the current filing obligation and deadlines.
FinCEN beneficial ownership information reporting guidance
Source lines
- 31 CFR § 1010.380 defines the reporting company, the beneficial owner and the company applicant, and the information required for each.
- The large operating company exemption requires all three conditions together, not any one of them.
- The scope and deadlines have been altered by later rulemaking and litigation, which the agency records on its own reporting page.
What it means for the company
The determination is a documented test, not a judgement call. Record the exemption relied on, the date it was assessed, and who verified the ownership chart.
| Level | Requirement | Source |
|---|---|---|
| Federal level | The reporting rule requires a reporting company to file identifying information on each beneficial owner, being any individual who exercises substantial control or owns or controls at least 25 percent of the ownership interests. | 31 CFR § 1010.380, beneficial ownership information reporting |
| Threshold | The rule lists 23 exemptions, including the large operating company exemption for an entity with more than 20 full time employees in the United States, more than 5 million dollars in gross receipts and a physical office in the country. | 31 U.S.C. § 5336, 31 CFR 1010.380 |
| Current status | The scope of who must file has been changed by rulemaking and litigation; the agency's own reporting page states the current filing obligation and deadlines. | FinCEN beneficial ownership information reporting guidance |
What it means for the individual
A beneficial owner supplies personal identifying information and an image of an identity document. Willful failure to report carries civil and criminal penalties.
Source lines
- Corporate Transparency Act and the beneficial ownership reporting rule31 U.S.C. § 5336, 31 CFR 1010.380 · read 2026-08-25 · proof e592905e15665b17
- Electronic Code of Federal Regulations31 CFR § 1010.380, beneficial ownership information reporting · read 2026-08-25 · proof e592905e15665b17Official source
- Financial Crimes Enforcement NetworkFinCEN beneficial ownership information reporting guidance · read 2026-08-25 · proof e592905e15665b17Official source
Next step
Draw the ownership and control chart, test each exemption in writing, and check the agency page for the deadline in force before filing.
This page reports what the sources say, with the identifier and address of the publisher. It is not legal advice and does not decide an individual matter.
Next step
Three ways to put the register to work in your own practice.
Start with your task
Litigation
Find support in a judgment
Search guiding decisions, see what became final and follow changes in the law.
In-house, deals
Map the rules in a transaction
Move from theme to act and on to the article that carries the duty.
Compliance
Assess the risk in a process
Risk scoring per legal area, with the sources behind every score.