Compliance Checklist: USA Company Registration Under CTA (2025)

The Corporate Transparency Act (CTA) has introduced significant regulatory changes that impact how companies are formed and maintained in the United States. Enforced from January 1, 2024, this federal law requires certain domestic and foreign entities to report Beneficial Ownership Information (BOI) to the Financial Crimes Enforcement Network (FinCEN). The goal is to improve transparency, deter financial crimes, and align the United States with international standards for anti-money laundering (AML) and counter-terrorism financing (CTF).

If you are a startup founder, foreign entrepreneur, or an established business looking for company registration in USA in 2025, compliance with the CTA is not optional—it is a legal obligation. This article outlines a comprehensive step-by-step compliance checklist for a USA company registration under the CTA regulations as they stand in 2025.

What is the Corporate Transparency Act (CTA)?

The Corporate Transparency Act was enacted in 2021 as part of the National Defense Authorization Act and came into effect on January 1, 2024. The CTA mandates that most corporations, limited liability companies (LLCs), and similar entities report information about their beneficial owners to FinCEN. A beneficial owner is defined as any individual who either:

• Directly or indirectly owns or controls 25% or more of the company, or

• Exercises substantial control over the company (such as senior officers or directors).

The reported information is not publicly accessible but is made available to law enforcement agencies and authorized financial institutions.

Who Must Comply?

Entities required to comply include:

• Domestic entities (LLCs, corporations, limited partnerships) formed by filing with a U.S. state.

• Foreign entities registered to do business in the United States.

There are 23 exemptions, including:

• Large operating companies with more than 20 full-time U.S. employees, over $5 million in annual revenue, and a physical office in the United States.

• Publicly traded companies.

• Certain regulated entities such as banks, credit unions, and insurance companies.

If your entity does not fall under one of these exemptions, you are classified as a “reporting company” and must file a BOI report with FinCEN.

CTA Compliance Checklist for 2025

To remain compliant while registering a company in the USA in 2025, follow this step-by-step checklist:

1. Determine If Your Company Is a Reporting Company

Before proceeding, assess whether your business qualifies as a reporting company under the CTA. Ask the following:

• Are you forming a legal entity such as an LLC or Corporation by filing with a state agency?

• Does your entity not meet the criteria for exemption?

If both apply, you must prepare to file a BOI report.

2. Collect Beneficial Ownership Information

Once you confirm that your company must report, gather the required information for each beneficial owner, including:

• Full legal name

• Date of birth

• Residential address

• Government-issued identification (passport or driver’s license)

• Image of the identification document

Ensure that the information is complete and accurate. Maintaining internal records of this data is also recommended for future audits or amendments.

3. File the Initial BOI Report with FinCEN

Reporting timelines depend on your company’s registration date:

• Companies created before January 1, 2024 must file their BOI reports by January 1, 2025.

• Companies created during 2024 must file within 90 days of registration.

• Companies created on or after January 1, 2025 must file within 30 days of registration.

BOI reports must be submitted electronically through the FinCEN BOI E-Filing System:
https://boiefiling.fincen.gov

There is currently no filing fee, but accuracy and timeliness are critical.

Also Read: Documents Required for Company Registration in Vietnam

4. Register Your Company with the State

In parallel with CTA compliance, complete the standard steps for company registration in the United States:

• Choose a business structure (LLC, C Corporation, etc.)

• Select the state of incorporation (popular options include Delaware, Wyoming, and Florida)

• File Articles of Incorporation or Organization with the Secretary of State

• Appoint a registered agent

• Obtain an Employer Identification Number (EIN) from the IRS

• Draft internal governance documents such as an operating agreement or bylaws

• Apply for applicable federal, state, or local business licenses

5. Track and Report Changes

Your reporting obligations do not end after the initial BOI submission. Any changes to beneficial ownership or previously reported information must be reported within 30 calendar days. This includes:

• Changes in ownership percentage

• Changes in control (e.g., appointment of a new CEO)

• Updates to a beneficial owner’s address or identification document

• The company becoming exempt (or losing exempt status)

Failure to update your BOI in a timely manner may result in penalties.

6. Understand the Penalties for Non-Compliance

Non-compliance with the CTA can have serious legal and financial consequences. These include:

• Civil penalties: $500 per day for each day the violation continues

• Criminal penalties: Fines of up to $10,000 and/or imprisonment for up to two years

It is essential to treat CTA compliance as an integral part of your business’s legal obligations.

Also Read: Can Foreigners Register a Company in New Zealand?

Why CTA Compliance Matters

The CTA represents a shift toward greater corporate transparency in the United States. For many years, small companies could be formed without disclosing their true ownership, enabling misuse for illicit purposes. The CTA closes that loophole and brings the U.S. in line with global transparency efforts.

For legitimate entrepreneurs—especially foreign founders—this law provides an opportunity to build credibility with regulators, investors, and financial institutions. Banks are more likely to approve business accounts when they see compliance with BOI requirements.

Best Practices for CTA Compliance

• Engage a professional incorporation service or attorney familiar with the CTA.

• Keep digital and physical copies of all documents submitted to FinCEN.

• Establish internal compliance protocols for tracking ownership changes.

• Educate all business partners and senior managers about reporting obligations.

• Avoid nominee owners or complex structures designed to obscure real ownership.

Foreign Entrepreneurs: Additional Considerations

If you are a non-U.S. resident forming a company in the U.S., note the following:

• You do not need to be a U.S. citizen or have a visa to register a company.

• You are still subject to CTA reporting unless exempt.

• Your foreign passport may be used for identification but may require certified translation.

• FinCEN does not charge any fees for BOI filings.

Also Read: Eligible Business Types for Company Registration in Russia

Conclusion

The Corporate Transparency Act has permanently altered the regulatory landscape for business formation in the United States. As of 2025, understanding and complying with CTA requirements is critical for any company founder—domestic or foreign. By following the compliance checklist outlined above, you can ensure a smooth and legally sound registration process.

Remaining compliant not only protects your business from penalties but also enhances its integrity in the eyes of regulators, partners, and financial institutions. As the global business environment continues to evolve, transparency and due diligence are more than legal requirements—they are business imperatives.