The Corporate Transparency Act (CTA) introduced new reporting obligations in the U.S., requiring companies to disclose their Beneficial Ownership Information (BOI) to the Financial Crimes Enforcement Network (FinCEN). With the 2025 deadline approaching, foreign-owned companies and Brazilian businesses with U.S. entities need to prepare to avoid penalties and legal risks.
In this article, we explain what the BOI Report is, the risks of non-compliance, and the key legal steps companies should take to remain compliant.
What is the BOI Report?
The BOI Report requires companies to provide essential information about their beneficial owners — individuals who ultimately own or control the company. This information typically includes:
- Full legal name
- Date of birth
- Residential or business address
- Identification number (passport, driver’s license, etc.)
The measure was created to increase transparency and combat money laundering, tax evasion, and illicit financial activities.
Who Must File the BOI Report?
Most corporations, LLCs, and similar entities registered in the U.S.—including those owned by foreign shareholders or Brazilian companies—must file the report.
Exemptions are limited and generally apply only to large operational companies, banks, and certain regulated entities. Brazilian companies with U.S. subsidiaries or investment vehicles should not assume they are exempt without a thorough legal review.
BOI Report Deadline in 2025
The deadline depends on the entity’s formation date:
- Existing companies (formed before January 1, 2024): must file by January 1, 2025.
- New companies (formed in 2024 or later): must file within 30 days of formation.
Failure to meet these deadlines can have serious consequences.
Risks of Non-Compliance
Ignoring or missing the BOI Report deadline can expose companies and their officers to:
- Civil penalties: up to $500 per day of non-compliance.
- Criminal penalties: fines up to $10,000 and possible imprisonment for intentional violations.
- Reputational damage: non-compliance can attract increased scrutiny from regulators, banks, and business partners.
For Brazilian companies expanding into the U.S., these risks can delay operations, restrict access to credit, and complicate corporate transactions.
Legal Steps to Ensure Compliance
To mitigate risks, companies should take proactive measures:
✅ Identify beneficial owners early — map the corporate structure to clarify reporting responsibilities.
✅ Collect and verify documentation — ensure personal information and identification of owners are accurate.
✅ Consult legal and tax advisors — U.S. compliance involves cross-border complexities.
✅ Implement ongoing monitoring — BOI information must be updated within 30 days of changes (e.g., new partners).
✅ Use secure filing systems — protect sensitive data when submitting to FinCEN.
Final Considerations
The BOI Report requirement represents a significant shift in corporate compliance in the U.S. For Brazilian and foreign-owned companies, preparation is essential to avoid legal and financial risks.
📌 At Drummond Advisors, our team of legal and tax specialists helps companies navigate BOI reporting safely. From corporate planning to compliance strategies, we ensure your company meets the requirements and deadlines.
👉 Contact our specialists today via the chat or at info@drummondadvisors.com and protect your business against the risks of non-compliance.
Written by Marcos Ferreira, Content Analyst at Drummond Advisors