Corporate Transparency Act compliance in 2025: What Illinois and New York small business owners need to know
DISCLAIMER: This article covers Corporate Transparency Act (CTA) compliance, which originally required businesses to report beneficial ownership information (BOI) to FinCEN. As of March 2, 2025, the U.S. Treasury suspended enforcement for U.S. citizens and domestic businesses (LLCs, corporations, etc., formed in the U.S.), so domestic businesses won’t face penalties for not filing BOI reports. A proposed rule aims to limit CTA reporting to foreign companies only. However, other regulators might still flag non-compliance, and you must ensure any claims of CTA compliance in contracts are accurate to avoid issues. Lawsuits and rule changes could shift requirements, so check FinCEN’s website (www.fincen.gov/boi) and consult a lawyer for the latest guidance.
At Replogle Legal Group, we help Illinois and New York businesses negotiate complex deals, build strategic partnerships and protect innovation. Schedule your free consultation today using the online calendar at the link below or contact Ryan Replogle by phone or email.
The CTA requires most small companies to file beneficial ownership reports with the United States Treasury Department’s Financial Crimes Enforcement Network, known as FinCEN.
Who Must Report Under the CTA?
If your business is an LLC or corporation formed by filing with a secretary of state (or similar office), you are likely required to file a Beneficial Ownership Information Report (BOIR). This means that the CTA applies to most small business unless they fall under an exemption.
The CTA requires most small companies to file beneficial ownership reports with the United States Treasury Department’s Financial Crimes Enforcement Network, known as FinCEN.
Who Must Report Under the CTA?
If your business is an LLC or corporation formed by filing with a secretary of state (or similar office), you are likely required to file a Beneficial Ownership Information Report (BOIR). This means that the CTA applies to most small business unless they fall under an exemption.
When does my report need to be filed?
Companies created on or after January 1, 2025, must file their BOIR within 30 days of receiving notice that their formation has been processed. Initial reporting for companies created before January 1, 2025 has already become due. These requirements are currently suspended for all companies because of the Texas litigation described at the beginning of this article.
How do I file a BOIR?
Companies required to file BOIRs can submit them at https://boiefiling.fincen.gov/fileboir. There is no fee to file a BOIR.
What do I need to include in my BOIR?
Your BOIR will have two or three main parts, depending on when your company was created or registered.
Company information (part 1): This section will include your company’s name, trade names, tax identification number (EIN), jurisdiction of formation, and primary address.
Company applicant information (part 2): Company applicant information: This section requires you to identify one or two individuals who filed initial paperwork for your company with the secretary of state or similar office. This section must only be completed if your company was created on or after January 1, 2024.
Beneficial Owner Information (part 3): Here, you must provide identifying information for every “beneficial owner” of your company. In general, a beneficial owner is each natural person who directly or indirectly either (a) exercises substantial control over your company or (b) owns or controls 25% or more of ownership interest in your company.
For single member LLCs or corporations with only one stockholder and a few or no employees, there may only be one beneficial owner to report. For larger companies, for example companies with boards of directors, senior management, and multiple owners or investors, determinations of beneficial ownership can become quite complicated.
How can a FinCEN ID expedite the filing process?
A FinCEN identifier is a 12-digit number issued by FinCEN that can be provided instead of listing the identifying information of company applicants and/or beneficial owners. Using a FinCEN ID can expedite the BOIR filing process but is not necessary for filing a BOIR. FinCEN ID’s can be obtained through a login.gov account.
Do I need to update my BOIR after my initial filing?
Yes. If any information regarding your company or its beneficial owners changes, you must file an updated report within 30 days.
Updates can be made using the same process as filing the initial BOIR.
Does New York Have Similar Compliance Requirements?
Yes. Modeled after the CTA, the New York LLC Transparency Act (NY LLCTA) takes effect on January 1, 2026. It will require LLCs formed or qualified to do business in New York to disclose beneficial ownership information to the New York Department of State (NYDOS). LLCs formed or registered to do business in New York on or after January 1, 2026, must file a BOIR with NYDOS within 30 days. LLCs formed or qualified prior to January 1, 2026 will have until January 1, 2027 to file this reporting.
One notable difference from the CTA is that the NY LLCTA requires annual reports to be filed after the initial report regardless of whether company or beneficial ownership information has changed.
The ultimate fate of the NY LLCTA is uncertain given the constitutional challenges to the CTA currently being litigated.
What are the penalties for noncompliance?
If CTA enforcement resumes, businesses that fail to file a BOIR on time could face:
- Fines of up to $500 per day for noncompliance,
- Criminal penalties of up to $10,000,
- Up to two years in prison for willful violations.
Where can I find more information?
You can find more information about the CTA in the FinCEN Small Entity Compliance Guide.
You can also contact the Replogle Legal Group for a free consultation about your FinCEN obligations or other legal questions about your small business.
How can I prepare my Illinois or New York LLC or corporation for compliance?
Even though CTA enforcement is currently paused and the NY LLCTA is not yet requiring reports to be filed, it’s wise for Illinois and New York LLCs and corporations to be proactive.
You should:
✅ Determine if your LLC is a reporting company (most will be).
✅ Identify all beneficial owners
✅ Gather scans of ID documents and personal details in case filing resumes
✅ Monitor legal updates to see when the CTA might be enforced again.
✅ Consult an attorney to ensure your LLC stays compliant with both federal and New York state requirements.
Replogle Legal Group is here to help
CTA reporting can be complicated, and New York formed or qualified businesses may face extra hurdles pursuant to the NY LLCTA. If you own an LLC or small business, we can:
- Determine your CTA filing obligations;
- Identify beneficial owners and officers who must be reported;
- File reports for you (if required in the future); and
- Advise on state-level reporting obligations in New York and Illinois.
At Replogle Legal Group, we help Illinois and New York businesses negotiate complex deals, build strategic partnerships and protect innovation. Schedule your free consultation today using the online calendar at the link below or contact Ryan Replogle by phone or email.