Analyzing the Impact of BOI Law and CTA on the Healthcare Landscape
The CTA (Corporate Transparency Act) was passed in 2021 to ensure transparency in ownership and entity structures to prevent money laundering and tax fraud, along with other illegal activities.
Important update: In March 2025, FinCEN exempted all companies created in the United States, and their beneficial owners, from BOI reporting. A final rule effective August 14, 2026, made that permanent. Today, only foreign companies registered to do business in a U.S. state or tribal jurisdiction must report, according to FinCEN.
Essentially, the CTA was designed to require companies to report beneficial ownership information (BOI) to the Financial Crimes Enforcement Network (FinCEN), helping the government fight tax fraud, terrorist financing, and money laundering.
As originally written, the CTA required most LLCs and corporations to file BOI reports, with exemptions for some larger and regulated entities. Willful violations can bring civil and criminal penalties, including fines and possible imprisonment.
You will want to check out this overview of the New law and tax called BOI to see whether you are required to comply. Note that BOI reporting is a disclosure requirement, not a tax.
In its essence, the CTA aims to improve transparency about who owns and controls companies. Reports go to FinCEN, a bureau of the U.S. Treasury, not to state secretaries of state.
Who Has to File a BOI Report?
FinCEN originally estimated that more than 32 million existing entities would have to report, with about five million new companies added every year. The 2025 exemption for U.S. companies removed nearly all of them. While it is not always clear who must file for BOI, the first step for every business owner is to figure out whether they fall in the category of business entities that must file for BOI reporting or not.
There are some tools available that can help businesses make an accurate assessment of what they need to do. Under the current rule, only one category must file:
- A foreign reporting company: an entity formed under the law of another country and registered to do business in a U.S. state or tribal jurisdiction
Domestic reporting companies, meaning those created in the United States, are now exempt.
Who is exempted from the CTA?
Even before 2025, the CTA excluded 23 types of entities from BOI reporting, including the following:
Regulated Companies: these are the business entities that are already regulated and regularly report similar information to the federal authorities.
Large Operating Companies: companies with more than 20 full-time U.S. employees, more than $5 million in U.S. gross receipts or sales, and a physical U.S. office are exempt.
Inactive Businesses: certain inactive entities that meet specific criteria are also exempt.
Regarding healthcare entities, the Secretary of Treasury did not create a special BOI category for healthcare organizations.
Before 2025, many for-profit practices and clinics, especially those with 20 or fewer full-time employees, did not qualify for the large operating company exemption and expected to report. Tax-exempt nonprofits, such as many nonprofit hospitals, were generally exempt.
Under the current rule, practices, clinics and healthcare companies formed in the United States no longer have to file BOI reports. A healthcare entity formed abroad and registered to do business in a U.S. state may still need to.
These rules have changed several times, so check FinCEN’s BOI page for the latest status, and consult a lawyer if you are unsure whether your organization must report. Also watch for scams: FinCEN warns about fake BOI forms and payment requests.
