Who Must Report Under the Corporate Transparency Act?
Under 31 U.S.C. 5336, any entity created by the filing of a document with a Secretary of State (including all Delaware C-Corps, S-Corps, LLCs, and statutory trusts) is classified as a Reporting Company unless it qualifies for one of 23 specific statutory exemptions.
Unlike large legacy corporations, early-stage startups and small businesses are rarely exempt. Unless your company has over 20 full-time US employees and more than $5,000,000 in gross receipts, you must file.
Civil & Criminal Non-Compliance Penalties
- Civil Fines: Up to $591 per day (adjusted for inflation) for each day the failure to report continues.
- Criminal Liability: Up to $10,000 in criminal fines and/or up to 2 years imprisonment for willful failure to report or providing false information.
Mandatory BOI Filing Timelines
New Entities Created in 2025+:Within 30 Calendar Days
From official state confirmation of incorporation/formation.
Updates & Changes:Within 30 Calendar Days
Any change in corporate officers, director home addresses, or renewed passports requires an updated report.