Corporate Transparency Act: What Texas Business Owners Must File in 2025
- The Spencer Law Firm
- Oct 27
- 10 min read
Why missing this new federal filing could cost your Texas business $10,000+ in fines.
Introduction
What Is the Corporate Transparency Act?
Who Must File Under the CTA in Texas?
What Is BOI Reporting?
Key Filing Requirements for Texas Businesses
Exemptions to Be Aware Of
Deadlines for 2025 and Beyond
How to File with FinCEN
Penalties for Non-Compliance
Best Practices for Texas LLC Compliance
Tools and Resources to Simplify BOI Filing
Final Thoughts: Why This Matters for Texas Entrepreneurs
FAQs
CTA
Starting January 1, 2025, most Texas businesses must file a Beneficial Ownership Information (BOI) Report with the U.S. Treasury’s Financial Crimes Enforcement Network (FinCEN) under the Corporate Transparency Act (CTA). This report discloses the individuals who ultimately own or control the company. Failure to comply can result in severe civil and criminal penalties.
TL;DR
What: Federal law requiring disclosure of company owners (beneficial owners).
Who: Applies to most LLCs, corporations, and similar entities formed or registered in the U.S.
When: Existing Texas companies must file by January 1, 2025; new ones within 90 days of formation.
How: File electronically via FinCEN’s BOI filing portal.
Why it matters: Non-compliance can result in fines of up to $10,000 and potential jail time.
Alright, let’s dive in. If you’re a Texas business owner (or thinking of forming a business in Texas), you absolutely need to understand the federal Corporate Transparency Act (“CTA”) and how it applies in 2025. I’ll walk you through what it is, how it affects your business, what you must (or might) file, key deadlines, exemptions, pitfalls, and what you should do now.
1. What Is the Corporate Transparency Act (CTA)?
The Corporate Transparency Act (CTA) is a federal law designed to combat money laundering, tax evasion, and other financial crimes by increasing transparency in corporate ownership.
Effective January 1, 2024, it requires certain U.S. companies to report their beneficial owners to the Financial Crimes Enforcement Network (FinCEN). These reports are not public but are accessible to law enforcement and financial regulators.
In short, if you own or manage a Texas LLC, corporation, or similar entity, you likely must file a BOI (Beneficial Ownership Information) report in 2025.
Signed into law in 2021, the Corporate Transparency Act was designed to combat money laundering, terrorism financing, and other illicit activities by increasing transparency in business ownership.
The law mandates that certain businesses disclose their "beneficial owners", real people who ultimately control or benefit from the company. The goal? Shine a light on shell companies and protect the U.S. financial system.
Who Must File Under the CTA in Texas?
If you own a business entity registered in Texas (or any U.S. state), you likely fall under the CTA’s scope. This includes:
Limited Liability Companies (LLCs)
Corporations
Limited Partnerships (LPs)
Other entities created by filing with the Texas Secretary of State
Entities that are not required to file include:
Large operating companies with 20+ full-time employees and $5M+ in revenue
Certain nonprofit organizations
Some regulated entities (banks, insurance firms, etc.)
What Is BOI Reporting?
BOI stands for Beneficial Ownership Information. Under the CTA, businesses must report the following details about their beneficial owners:
Full legal name
Date of birth
Residential address
A unique ID number from a government-issued document (e.g., driver’s license or passport)
In addition, information about the person filing the report ("company applicant") must also be submitted if the business was formed after January 1, 2024.
Key Filing Requirements for Texas Businesses
Texas business owners must file their BOI reports with the Financial Crimes Enforcement Network (FinCEN)—a bureau of the U.S. Treasury.
Here’s what you need to include:
Legal name and DBAs
Address of principal place of business
EIN or Taxpayer ID Number
Full list of beneficial owners
And yes—this must be updated if ownership changes.
Exemptions to Be Aware Of
While most small businesses will need to file, the CTA carves out 23 categories of exemptions. These include:
SEC-registered companies
Accounting firms
Large operating companies
Insurance companies
If your business qualifies for an exemption, you’re off the hook—but be sure you can prove it.
Deadlines for 2025 and Beyond
Here’s the timeline you need to follow:
Companies formed before January 1, 2024: File by January 1, 2025
Companies formed on or after January 1, 2024: File within 90 days of creation
Changes in ownership or details: Update your report within 30 days
Why This Matters for Every Texas Business Owner
The Corporate Transparency Act isn’t optional—it’s one of the most significant federal reporting shifts in U.S. business law in decades. For Texas business owners used to quick LLC filings with the Secretary of State, the CTA adds a brand-new federal layer of disclosure and accountability. If you operate an LLC, corporation, or even a family business, you must understand what to file—and by when—to stay compliant in 2025.
What Is the Corporate Transparency Act (CTA)?
The Corporate Transparency Act is a federal law designed to combat money laundering and fraud by requiring U.S. businesses to disclose who actually owns or controls them.
Why Congress Passed It
The CTA was passed as part of the 2021 National Defense Authorization Act to close loopholes that allowed anonymous shell companies to hide illicit funds. FinCEN (the Financial Crimes Enforcement Network) now oversees the data collection of company ownership.
Key Goal
To create a secure, centralized database of beneficial owners accessible to law enforcement and financial institutions—but not to the public.
Who Must File a BOI Report in Texas?
Any Texas corporation, LLC, or similar entity formed by filing a document with the Texas Secretary of State, or any foreign entity registered to do business in Texas, must file a Beneficial Ownership Information report unless exempt.
Entities Required to File
Texas LLCs
C-Corporations & S-Corps
Limited Partnerships (LPs)
Professional Entities (PLLCs, PCs)
Nonprofits (in limited cases)
Exempt Entities (23 categories)
Some businesses are exempt, such as:
Banks and credit unions
Insurance companies
SEC-registered entities
Large operating companies (20+ employees, $5M+ annual revenue, physical U.S. office)
(Full exemption list available on FinCEN.gov)
What Is a “Beneficial Owner” Under the CTA?
A beneficial owner is any individual who either (1) owns or controls 25% or more of a company’s ownership interests, or (2) exercises substantial control over the company.
Examples of Beneficial Owners
Ownership / Control Type | Example |
Ownership | A member owning 30% of an LLC |
Control | CEO, managing partner, or board chair who directs decisions |
Indirect Control | Someone controlling a trust or another entity that owns the company |
What Information Must Be Filed?
Each reporting company must disclose both company and individual (beneficial owner) information.
Required Company Information
Full legal name
DBA (“doing business as”) names
Current U.S. address (principal place of business)
Jurisdiction of formation (Texas or other state)
Tax ID number (EIN)
Required Beneficial Owner Information
Full legal name
Date of birth
Residential address
A unique ID number (from driver’s license or passport)
A scanned copy of the ID document
FinCEN will maintain this data in a non-public, secure database.
How and When to File the BOI Report
File electronically through FinCEN’s official BOI filing portal
The deadline depends on when your company was created.
Filing Deadlines for Texas Businesses
Formation Date | Filing Deadline |
Before Jan 1, 2024 | By Jan 1, 2025 |
During 2024 | Within 90 days of formation |
After Jan 1, 2025 | Within 30 days of formation |
You can update reports anytime, especially if ownership or control changes.
What Happens If You Don’t File?
Non-compliance with the Corporate Transparency Act can result in civil penalties up to $500 per day and criminal penalties up to $10,000 and/or two years in prison.
Common Mistakes to Avoid
Assuming your accountant or registered agent will file for you
Forgetting to update ownership after restructuring
Missing the 2025 deadline for existing entities
⚠️ Tip: FinCEN will not send reminders, you are responsible for filing.
Real-World Example: A Houston LLC Scenario
Maria owns a boutique marketing agency in Houston, structured as an LLC with two partners. The company was formed in 2021, so it must file its BOI report by January 1, 2025. Maria and her partners each own 33%, so all three are beneficial owners. The LLC’s manager, who has substantial control, must also be listed. Filing requires scanning their IDs and submitting via the FinCEN portal.
How the CTA Affects Texas Business Privacy
The CTA adds transparency—but some business owners worry about data exposure. FinCEN has clarified that BOI data will be:
Encrypted and stored securely.
Accessible only to law enforcement, regulators, and financial institutions with consent.
Not searchable by the public or journalists.
However, Texas businesses must take privacy seriously. The report will include personal ID information, so use secure internal recordkeeping when preparing the submission.
How to Prepare Your Texas Business for 2025 Filing
Step-by-Step Checklist:
Identify Beneficial Owners: Review your ownership structure.
Gather Documents: Collect IDs, EIN, and addresses.
Determine Exemptions: Check if your entity qualifies.
File Electronically: Use FinCEN’s BOI portal.
Document Internally: Keep a record of your submission.
Set Reminders: Track future updates or ownership changes.
Step‑by‑Step: How a Texas Business Owner Files
Determine whether your entity is a “reporting company”. Review formation/registration date, entity type, filing history, and exemptions.
Gather all required information. That includes company details, beneficial owner(s), company applicant(s), documentation (IDs), addresses, EIN/TIN, etc.
Create a FinCEN account and use their BOSS (Beneficial Ownership Secure System). The CTA calls for filing to be done through FinCEN’s online system. Texas Secretary of State+1
Prepare and submit the BOI report. Input company and individual data, upload required ID images, and verify accuracy.
Save confirmation and maintain records. Keep documentation of filing date, access information, and submit the internal file for your business compliance records.
Monitor for changes. If ownership structure, address, or beneficial owner info changes, file an update within 30 days.
Review exemption status periodically. If your business becomes exempt or removed from the reporting requirement, document the reasoning and keep in your compliance folder.
Checklist for Texas small business owners:
✅ Formed/registered before Jan 1 2025? Check depending deadline.
✅ Have you collected full legal names, DOBs, addresses, ID numbers for any person with ≥25% ownership or substantial control?
✅ Have you identified company applicants (if required)?
✅ Filed by the applicable deadline (if applicable)?
✅ If exempt, documented, and archived that decision?
✅ Put a system in place to monitor changes and file updates within 30 days?
Penalties for Non‑Compliance
Failure to file a required BOI report (or failure to update within 30 days) can result in civil and criminal penalties under the CTA. For example, fines up to $500 per day for each day the violation continues, and criminal penalties of up to two years in prison in some cases. Massingill
As noted, as of early 2025, FinCEN announced it would not issue fines or penalties until an interim final rule takes effect. FinCEN.gov+1
However, that does not mean you should assume you can ignore obligations. Courts, rule‑making, and enforcement policies may change. Keeping compliant (or properly documenting why you think you’re exempt) remains best practice.
How Texas Business Attorneys Can Help
A Texas business attorney can:
Review your entity’s structure for compliance
Determine whether your company qualifies for an exemption
Help prepare accurate BOI filings
Draft internal policies to handle ownership changes
Pro Tip: Work with a Houston-based business lawyer who understands both Texas law and federal compliance standards under FinCEN.
People Also Ask (AEO Section)
1. Does the Corporate Transparency Act apply to small Texas LLCs?
Yes. Most single-member and multi-member LLCs in Texas must file unless they meet a federal exemption, such as being a large operating company or a regulated entity.
2. What happens if I file incorrect BOI information?
Submitting false or incomplete information can result in fines and criminal charges. Always verify accuracy before submission.
3. Is my BOI information public?
No. FinCEN’s database is confidential and accessible only to law enforcement and certain authorized entities.
4. How often do I need to update my BOI report?
Updates are required within 30 days whenever ownership, address, or control changes.
5. Do Texas nonprofits need to file?
Some may, depending on structure and exemption status. Consult a Texas business attorney to confirm.
6. Can my CPA file my BOI report?
Possibly—but you are still legally responsible for ensuring the information is correct and filed on time.
7. Does FinCEN charge a filing fee?
No, there is no federal fee for BOI submission as of 2025.
8. What if my business is inactive?
If your company still exists legally (not dissolved), it must file unless exempt.
9. Will this affect my Texas Secretary of State filings?
No. CTA reporting is separate from your state annual report or franchise tax filings.
0. How can I verify my BOI filing was accepted?
You’ll receive a confirmation receipt from FinCEN—keep it for your records.
For Texas business owners, the Corporate Transparency Act in 2025 demands attention — even though the regulatory landscape has gyrated, the risk of non‑compliance remains real. Whether you run a Texas LLC, corporation, or foreign entity registered in Texas, you must ask: Am I a reporting company? What are my deadlines? What information do I need to collect?
By acting proactively, gathering owner data, understanding your filing obligations, documenting your compliance or exemption decision, and setting internal controls for changes, you position your business to meet the CTA requirements with confidence. As rules evolve, staying informed, working with advisors, and maintaining good records will distinguish well‑managed businesses from ones at risk of surprise penalties.
If you’d like help step‑by‑step for your specific Texas entity (formation date, ownership structure, exemption review), I can provide a tailored checklist or even a sample internal memo you can use in your company file.
Takeaway
If you’re a Texas business owner of a corporation or LLC (or similar entity), here are the three things you must do right now:
Check: Are you a “reporting company” under the CTA (or clearly exempt)?
Prepare & File: Gather all required information and file your initial BOI report by the applicable deadline (for many, March 21, 2025).
Monitor & Maintain: After filing, update your records and report any change within 30 days; keep an eye on new rules or court developments.
Getting ahead of this now means avoiding last‑minute panic, compliance risk, and possible penalties. It’s not just about paperwork—it’s about protecting your business and ensuring you’re playing by the rules.
Take a deep breath, get organized, and turn this compliance obligation into a competitive advantage — one less worry so you can focus on growth.
Need Help with Your 2025 CTA Filing?
The Spencer Law Firm helps Texas LLCs and corporations stay compliant with FinCEN’s CTA rules. Our team can handle your BOI filing, monitor updates, and protect you from costly penalties.
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Author & Reviewer
Author: Ashley M. Spencer, Esq. – Partner, The Spencer Law Firm (Houston, TX)
Reviewed by: Bonnie E. Spencer, Esq. – Principal Attorney, The Spencer Law Firm(15+ years advising Texas businesses; 40+ years of combined legal expertise)
Jurisdiction & Disclaimer
Jurisdiction: Texas, United States.
Disclaimer: This article is for informational purposes only and does not constitute legal advice. Reading this content does not create an attorney-client relationship.
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