United States / Guides / BOI reporting in 2026: who still files
United States · guideBOI reporting in 2026: who still files
The short answer
As of 2026, companies formed in the United States are permanently exempt from Beneficial Ownership Information (BOI) reporting to FinCEN under the Corporate Transparency Act — an interim final rule exempted them on March 26, 2025, and FinCEN issued a final rule on August 11, 2026 making that exemption permanent, filed for Federal Register publication on August 14, 2026. The only entities still required to file federal BOI reports are "foreign reporting companies": those formed under the law of another country that have registered to do business in a U.S. state or tribal jurisdiction, and even they report only their foreign beneficial owners, not any U.S. persons. Separately, a small number of states have started building their own beneficial-ownership regimes — New York enacted one, though as currently implemented it reaches foreign-formed LLCs registered there, not domestic ones. A company unsure which category it falls into should not rely on what the rule required in 2024; the definition of "reporting company" itself changed.
Key facts — verified dates on each
How the rule got here
The Corporate Transparency Act, passed in 2021, directed FinCEN to build a beneficial-ownership registry covering most small corporations, LLCs, and similar entities formed or registered in the United States. FinCEN's original 2024 rule implementing that mandate applied broadly to domestic and foreign entities alike, with reporting deadlines that shifted repeatedly through 2024 and early 2025 as federal courts issued and lifted a series of nationwide injunctions.
That back-and-forth ended with an interim final rule FinCEN published on March 26, 2025, which narrowed the regulatory definition of "reporting company" to cover only entities formed under foreign law that register to do business in the U.S. — removing every U.S.-formed entity and every U.S. person from the reporting obligation outright, rather than merely delaying their deadline again. FinCEN then finalized that narrower definition on August 11, 2026, adopting the interim rule's exemptions as permanent and directing that BOI data already collected from U.S. entities be deleted from its database.
Who still has to file
The only entities within the current definition of "reporting company" are those formed under the law of a foreign country that have registered to do business in any U.S. state, territory, or tribal jurisdiction — a UK limited company, a Canadian corporation, or a Cayman entity that files to register as a foreign entity to do business in a U.S. state, for example. A domestic corporation, LLC, or limited partnership formed under U.S. state law is not a reporting company under the current rule regardless of its size, industry, or ownership structure, and does not need to check itself against the CTA's old list of 23 exemption categories — the entire domestic universe is now out of scope by definition, not by exemption.
A U.S. subsidiary of a foreign parent is not itself a foreign reporting company if the subsidiary was formed in the U.S. — it is the entity's place of formation, not who owns it, that determines reporting status.
What a foreign reporting company discloses
A qualifying foreign reporting company files BOI covering its foreign beneficial owners only — individuals who exercise substantial control or own 25% or more of the entity — and is not required to report any U.S. person as a beneficial owner or as a company applicant, even where a U.S. person meets the ownership or control threshold. This is narrower than the pre-2025 rule, which required disclosure of all beneficial owners regardless of nationality.
Foreign pooled investment vehicles registered to do business in the U.S. have their own narrower carve-out within the foreign-reporting-company category; the mechanics of which foreign vehicles qualify and what they must disclose is a fact-specific question for the entity's counsel, not something this guide reduces to a rule of thumb.
Deadlines and penalties for entities that still file
A foreign reporting company that registers to do business in the U.S. on or after March 26, 2025 has 30 calendar days from receiving notice that its registration is effective to file its initial BOI report. Foreign reporting companies already registered before that date had their own 30-day window running from March 26, 2025, which has since passed — any such entity that has not yet filed should treat that as a compliance gap to raise with counsel, not a deadline still open on the calendar.
Civil penalties for a willful BOI violation run up to $606 per day the violation continues; that figure is set by FinCEN's statutory inflation-adjustment schedule and is current for calendar-year 2026 (the 2025 level carried forward because the annual index the adjustment depends on was not published in time to compute a 2026 change). Willful violations can also carry criminal penalties under the statute. None of this applies to a domestic entity, which has no federal BOI filing obligation to be penalized for missing.
State-level regimes are the part still moving
With the federal registry narrowed to foreign entities, several states have looked at building their own beneficial-ownership disclosure requirements for entities formed or operating within them — New York is the furthest along, having enacted an LLC Transparency Act. As implemented, New York's regime reached a similar landing point to the federal one: after the state issued clarifying guidance, its filing and attestation requirements apply to LLCs formed outside the United States that are authorized to do business in New York, not to New York-formed or other domestic LLCs.
Because state regimes are newer, narrower in scope than the original federal rule, and still being clarified through agency guidance rather than settled case law, a company operating in multiple states should confirm its status state-by-state with counsel rather than assuming the federal exemption travels automatically — this is exactly the kind of determination this guide does not make for a specific entity.
The figures, and when we checked them
These numbers change by year or by notification. Each one shows the date we last verified it against the source — if that date looks old, check the source before relying on it.
Questions on this
Does my U.S.-formed LLC or corporation still need to file a BOI report?
No. FinCEN's August 11, 2026 final rule made permanent the exemption it first put in place on March 26, 2025: the current definition of "reporting company" only covers entities formed under foreign law that have registered to do business in the U.S. A domestic LLC or corporation is outside that definition entirely, regardless of size or ownership.
I already filed a BOI report in 2024 or early 2025 before the exemption — do I need to do anything?
FinCEN's final rule directs that BOI data previously submitted by U.S. entities be removed from its database, and no further action is required from an entity that is now outside the reporting-company definition. An entity uncertain about its own filing history should confirm directly with FinCEN's current guidance or its counsel rather than assume.
What counts as a "foreign reporting company" that still has to file?
An entity formed under the law of a country other than the United States that has registered — typically by filing for authority to do business — in a U.S. state, territory, or tribal jurisdiction. Formation location controls, not ownership: a U.S.-formed subsidiary of a foreign parent is not a foreign reporting company.
If my foreign-formed company still has to file, whose information goes in the report?
Only its foreign beneficial owners — individuals who exercise substantial control or hold 25% or more ownership. U.S. persons are excluded from the report entirely, both as beneficial owners and as company applicants, even if they would otherwise meet the threshold.
What happens if a foreign reporting company misses its filing deadline?
A willful violation can carry a civil penalty of up to $606 per day the violation continues, plus potential criminal penalties under the statute. This exposure applies only to entities within the current foreign-reporting-company definition — it does not apply to a domestic entity, which has no federal BOI obligation to violate.
Was the Corporate Transparency Act itself repealed?
No. The statute is still in force; what changed is FinCEN's regulatory definition of which entities count as a "reporting company" under it. The August 2026 final rule operates within that statute rather than repealing it, which is also why the filing obligation for foreign-formed entities remains.
Does the BOI exemption affect FBAR or other foreign-account reporting?
No. BOI reporting under the Corporate Transparency Act is a separate regime from FinCEN's Report of Foreign Bank and Financial Accounts (FBAR) and from any IRS foreign-asset disclosure requirements. Nothing in the 2025–2026 BOI rule changes FBAR or foreign-account tax reporting obligations.
My U.S. company has foreign investors on the cap table — does that make it a foreign reporting company?
No. Reporting-company status turns on where the entity itself was formed, not on the nationality or location of its owners. A U.S.-formed company with foreign investors remains outside the federal BOI reporting requirement.
What is New York doing with its own LLC Transparency Act, and does it apply to me?
New York enacted a state-level beneficial-ownership disclosure law for LLCs. As the state has since clarified through guidance, it currently reaches LLCs formed outside the United States that are authorized to do business in New York — not New York-formed or other domestic LLCs. A company operating in New York or other states building similar regimes should confirm its specific status with counsel rather than assume the federal outcome applies identically.
Where can I verify BOI reporting status myself instead of relying on a summary?
FinCEN's own BOI page and the Federal Register carry the authoritative, current text of the rule, including any further changes after this guide was last reviewed. Both are linked as sources on this page — check them directly before treating any older summary, including this one, as still accurate.
Primary sources
- FinCEN — Beneficial Ownership Information Reporting
- Federal Register — Beneficial Ownership Information Reporting Requirement Revision and Deadline Extension (interim final rule, March 26, 2025)
- FinCEN — Final Rule: Beneficial Ownership Information Reporting Requirement Revision (issued August 11, 2026; filed for Federal Register publication August 14, 2026)
- FinCEN — News Release: FinCEN Permanently Ends Beneficial Ownership Reporting Requirements for Millions of Small Business Owners
- Federal Register — Financial Crimes Enforcement Network; Inflation Adjustment of Civil Monetary Penalties
Last reviewed 2026-08-14. Statutes and schedules change — the sources above are authoritative, this page is orientation.
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