Current status of BOI reporting
U.S. companies no longer have to file beneficial ownership information (BOI) reports with FinCEN. An interim rule in March 2025 exempted them, and a final rule that took effect August 14, 2026 made the exemption permanent, according to the U.S. Treasury. Only companies formed outside the U.S. and registered to do business in a state still file, and they don’t report U.S. owners.
| Item | Details |
|---|---|
| Law | Corporate Transparency Act (2021), administered by FinCEN |
| U.S.-formed LLCs and corporations | Exempt; no BOI report and no penalties |
| Who still files | Entities formed under foreign law and registered to do business in a U.S. state or tribal jurisdiction |
| Owners reported | Foreign individuals only; U.S. persons are not reported |
| Deadline for foreign companies | 30 calendar days after their U.S. registration takes effect |
| Cost | Free through FinCEN’s BOI E-Filing System |
If you’re a business owner of any kind, you’ve probably heard about the Corporate Transparency Act (CTA), which once required most business owners to report beneficial ownership information (BOI). So what is it all about, and does it still affect your LLC?
The law aims to improve U.S. business transparency to prevent illegal activities like tax evasion, money laundering, and terrorism financing, and to stop individuals and entities from hiding behind anonymous shell companies. It does this by requiring certain businesses to report on their beneficial owners, the people who own or control the company.
When reporting began on January 1, 2024, the CTA reached most small U.S. businesses, including independent contractors, family businesses, and anyone using a legal entity like an LLC. That changed in 2025 and 2026, as explained below. This guide is part of the maintaining your LLC series.
What is FinCEN and the Corporate Transparency Act’s purpose?
The CTA aims to combat money laundering and terrorist financing by requiring reporting companies to disclose their beneficial ownership information to the Financial Crimes Enforcement Network, commonly referred to as FinCEN.
FinCEN is a bureau of the U.S. Department of the Treasury that fights financial crimes, focusing on money laundering and terrorist financing. Its mission is to safeguard the U.S. financial system from illicit use by collecting, analyzing, and sharing financial information.
What is the Corporate Transparency Act’s purpose?
The main purpose of the CTA is to stop criminals from using the U.S. financial system for money laundering, tax evasion, and other illegal activities. The law names several others.
- Financing of terrorism
- Proliferation financing
- Human trafficking
- Drug trafficking
- Counterfeiting
- Piracy
- Securities and financial fraud
- Acts of foreign corruption
How BOI reporting changed
| Date | What happened |
|---|---|
| January 1, 2021 | The Corporate Transparency Act becomes law |
| January 1, 2024 | BOI reporting begins for most U.S. and foreign companies |
| March 2025 | FinCEN’s interim final rule exempts U.S. companies and U.S. persons and stops enforcement against them |
| August 14, 2026 | The final rule takes effect, making the domestic exemption permanent and extending it to U.S. company applicants |
Under the final rule, FinCEN also plans to delete the BOI it already collected on U.S. companies and U.S. persons. U.S. persons who got a FinCEN ID no longer have to update the information they gave for it. Details are in the Federal Register notice.
Who needs to file the BOI report under the CTA?
A beneficial owner is someone who owns or controls, directly or indirectly, at least 25% of a company’s ownership interests, or who exercises substantial control over the company.
A reporting company is a business that has to file a BOI report. There used to be two types. Today, only one still files.
- Domestic reporting companies: LLCs, corporations and similar entities created by filing with a U.S. Secretary of State. They are now exempt and don’t report beneficial ownership.
- Foreign reporting companies: entities formed under the law of another country that register to do business in a U.S. state or tribal jurisdiction. They still file, but they report only beneficial owners who aren’t U.S. persons.
A U.S. LLC owned by a non-U.S. citizen is still a domestic company, so it doesn’t file. A company formed abroad that registers in a state as a foreign entity does.
Exemptions from the Corporate Transparency Act
Apart from the blanket exemption for U.S. companies, the reporting rule lists 23 types of entities that don’t file, including large operating companies, tax-exempt entities, and publicly traded companies. A foreign company that fits one of them doesn’t report either.
- Securities reporting issuer
- Governmental authority
- Bank
- Credit union
- Depository institution holding company
- Money services business
- Broker or dealer in securities
- Securities exchange or clearing agency
- Other Exchange Act registered entity
- Investment company or investment adviser
- Venture capital fund adviser
- Insurance company
- State-licensed insurance producer
- Commodity Exchange Act registered entity
- Accounting firm
- Public utility
- Financial market utility
- Pooled investment vehicle
- Tax-exempt entity
- Entity assisting a tax-exempt entity
- Large operating company
- Subsidiary of certain exempt entities
- Inactive entity
How to file the beneficial ownership information report
If your company is a foreign reporting company, you file the beneficial ownership information report online using FinCEN’s BOI E-Filing System. Filing directly with FinCEN is free.
When you submit the report, you may also need to give contact information, including your name, email address, or phone number. FinCEN’s beneficial ownership information page has the current guidance, FAQs and filing instructions.
Watch for scams. FinCEN doesn’t send letters or emails asking for payment to file BOI. If a U.S. LLC gets one, it’s not from the government.
What information should be reported under the Corporate Transparency Act?
A foreign reporting company includes details about the company itself.
- legal business name
- any trade name or DBA
- U.S. business address
- jurisdiction of formation and of first U.S. registration
- taxpayer identification number (TIN)
It also reports each beneficial owner who isn’t a U.S. person, plus any non-U.S. company applicant: name, date of birth, residential address, and an identifying document number (such as a passport) with an image of the document.
BOI reporting deadlines
A foreign reporting company has 30 calendar days to file its initial report after it receives notice that its U.S. registration is effective. Updates and corrections are due within 30 days of a change. Companies that registered before March 26, 2025 had until April 25, 2025.
Penalties for violating the Corporate Transparency Act
U.S. companies and their owners face no BOI penalties. FinCEN stopped enforcement against them in March 2025, and the final rule keeps them exempt.
Foreign reporting companies can still face civil and criminal penalties for three things.
- Failing to file a beneficial ownership information report.
- Knowingly filing false beneficial ownership information.
- Failing to update or correct previously reported information.
State beneficial ownership laws
The federal rollback doesn’t change state law. New York’s LLC Transparency Act took effect January 1, 2026, but it applies only to LLCs formed under the laws of another country that are authorized to do business in New York. Those registered before 2026 have until December 31, 2026 to file. LLCs formed in New York file nothing. See the New York LLC guide for more.
What this means for your LLC
If you formed your LLC in a U.S. state, you have no federal BOI filing to make, now or when owners change. Your state obligations still apply, such as annual reports, fees and a registered agent. The guide on how to keep your LLC in good standing covers them.
If your company was formed abroad and is registering in a U.S. state, file within 30 days and keep the report current. Businesses that aren’t sure whether they’re covered should check FinCEN’s guidance or ask a lawyer or accountant.
FAQ
The CTA is a 2021 anti-money laundering law that requires certain companies to report their beneficial owners to FinCEN. Since 2025, U.S.-formed companies are exempt.
Not if it was formed in a U.S. state. A final FinCEN rule effective August 14, 2026 permanently exempts U.S. companies. Only companies formed abroad and registered in a state still file.
A beneficial owner is a person who owns or controls at least 25% of a company’s ownership interests, directly or indirectly, or who exercises substantial control over the company.
No. FinCEN stopped enforcing BOI penalties against U.S. companies and U.S. citizens in March 2025, and the 2026 final rule keeps them exempt.
It files online through FinCEN’s BOI E-Filing System within 30 days after its U.S. registration takes effect, reporting only beneficial owners who aren’t U.S. persons.
Nothing. Filing directly with FinCEN is free, and FinCEN doesn’t send letters asking for payment. Treat any paid BOI filing notice sent to a U.S. LLC as a likely scam.
Not if the LLC was formed in a U.S. state. It counts as a domestic company and is exempt. The rule covers companies formed under another country’s law that register in a state.