Big Changes You Need to Know About Reporting Requirements

This year, the federal government and Pennsylvania have both made important changes that affect reporting obligations for businesses. Beginning in 2025, most PA businesses will need to file an annual report with the state. (Find that article here) Some businesses will also have to meet new federal requirements for reporting beneficial ownership information to the Financial Crimes Enforcement Network (FinCEN).

These are separate obligations, but both are important to understand so you can stay compliant and avoid unnecessary problems.

Federal Beneficial Ownership Reporting

Established in 2021, the federal Corporate Transparency Act created a requirement for certain businesses to report their beneficial ownership information (BOI) to FinCEN. This is separate from the PA annual report. (Find that article here)

Under a rule that took effect on March 26, 2025, the requirement to file with FinCEN now applies only to foreign reporting companies. These are entities formed outside the U.S. but registered to do business here. Domestic reporting companies that were formed in the U.S. are currently exempt, as are U.S. individuals who are beneficial owners of foreign entities.

Who qualifies as a beneficial owner?

A beneficial owner is any individual who exercises substantial control over the entity or owns or controls at least 25 percent of its ownership interests. There are some exceptions, such as minor children, nominees, employees acting solely in their role for the company, certain heirs, and creditors.

How often should a foreign reporting company file a BOI?

Beneficial ownership reporting is not annual. You file once unless there are changes. If the information you reported changes, you must update your report within 30 days. This includes changes to the company’s information, changes in beneficial owners, or changes in a beneficial owner’s name, address, or identification details. It also includes reporting the death of a beneficial owner within 30 days of the estate being settled.

What steps should I take to ensure compliance?

1. Confirm your registered office address and contact information so that official notices reach you.
2. If your business was formed outside of the U.S., review the FinCEN requirements to see if you need to file a beneficial ownership report.
3. Keep records up to date so that you can submit timely updates to FinCEN if anything changes.
4. Meanwhile, PA businesses may also want to confirm their PA annual report deadline and set a reminder to file online. (Find that article here)

Loutel can assist with determining which requirements apply to your business and can prepare the necessary filings on your behalf. Contact us with any questions so that we can ensure you remain in good standing with both the Commonwealth and federal authorities.