BOI Reporting in 2026: Who Still Has to File With FinCEN

BOI reporting is no longer required for companies created in the United States. FinCEN's final rule, effective August 14, 2026, permanently exempts domestic companies and US persons from beneficial ownership information reporting under the Corporate Transparency Act. Only certain foreign companies registered to do business in a US state must still file, and only for non-US owners.

If you set up an LLC or corporation in the last few years, you probably heard that you had to file a BOI report or face steep penalties. Then deadlines moved, courts intervened and the rules changed again. This guide explains where BOI reporting stands in 2026, who still has to file, what happened to reports already submitted, and what small business owners should do now. It is general information based on FinCEN and Treasury sources at the time of writing, not legal advice. Check FinCEN's BOI page and a qualified adviser for your situation.

What BOI reporting is

Beneficial ownership information is information about the real people who own or control a company. The Corporate Transparency Act (CTA), passed in 2021, required many companies to report it to the Financial Crimes Enforcement Network (FinCEN), a Treasury bureau, to make it harder to hide money behind anonymous shell companies.

Under the original rules, a reporting company had to tell FinCEN about:

• The company itself: legal name, trade names, address, jurisdiction of formation and tax ID.
• Each beneficial owner: anyone who owns at least 25% or exercises substantial control, with name, date of birth, address and an ID document.
• Company applicants: the people who filed the formation or registration documents, for companies created from 2024.

Because the definition captured most small LLCs and corporations, millions of small businesses were expected to file. That is why the requirement became such a concern for freelancers and small business owners who had formed an entity.

Timeline: how BOI reporting changed

Date	What happened
January 1, 2021	Corporate Transparency Act enacted as part of the National Defense Authorization Act.
January 1, 2024	Beneficial ownership reports became due from most US and foreign reporting companies.
Late 2024 to early 2025	Federal court injunctions paused and restored the requirement several times; FinCEN extended deadlines.
March 2, 2025	Treasury announced it would not enforce BOI penalties against US citizens or domestic reporting companies.
March 26, 2025	FinCEN's interim final rule published, exempting domestic companies and US persons and giving foreign companies new deadlines.
August 11, 2026	FinCEN announced the final rule making the exemptions permanent.
August 14, 2026	Final rule took effect.

The March 2025 interim final rule

The interim final rule, published March 26, 2025, was the turning point. It redefined "reporting company" to mean only entities formed under the law of a foreign country that registered to do business in a US state or tribal jurisdiction. Entities created in the United States, previously known as domestic reporting companies, were exempt.

The interim rule also said foreign reporting companies did not have to report any US persons as beneficial owners, and US persons did not have to report for foreign companies they owned. It set new deadlines for foreign companies: those registered before March 26, 2025 had until April 25, 2025, and those registering later had 30 calendar days after notice that their registration was effective.

The August 2026 final rule

On August 11, 2026, FinCEN announced a final rule that permanently removes the reporting requirement for US companies and US persons, effective August 14, 2026. According to FinCEN and Treasury, the final rule adopts the interim rule with limited changes:

• Domestic companies are permanently exempt. All entities created in the United States, and their beneficial owners, are exempt from reporting.
• US persons are not reported. Reporting companies do not report US person beneficial owners.
• No more US company applicants. Foreign companies no longer have to report US person company applicants.
• FinCEN IDs. US persons who obtained a FinCEN identifier are relieved from updating or correcting the information they gave.
• Pooled investment vehicles. Registered foreign pooled investment vehicles are exempt from reporting US persons who control them.
• Data deletion. FinCEN will delete previously reported information on US persons and domestic companies, and will post a notice when that is complete.

Who still must file a BOI report in 2026

The short answer: very few small businesses. The table below summarizes the position at the time of writing.

Type of entity	BOI reporting in 2026?
US-formed LLC, corporation or limited partnership	No, exempt
Sole proprietor with no registered entity	No, never covered
US single-member LLC owned by a non-US person	No, exempt because the entity was created in the US
Foreign company registered to do business in a US state, with only US owners	Generally no US owners to report; check whether a filing is still required
Foreign company registered to do business in a US state, with non-US owners	Yes, report non-US beneficial owners unless an exemption applies
Entities meeting one of the 23 statutory exemptions (banks, large operating companies and others)	No

"Foreign" here means formed under the law of another country. A company formed in Delaware but owned by someone in Canada is a domestic entity and is exempt. A company formed in Canada that registered with a US state to do business there is a foreign reporting company, unless an exemption applies.

Example: a freelancer's LLC

Maria runs a design business through a single-member LLC formed in Texas in 2023. She filed a BOI report in 2024. Under the 2026 final rule, her LLC is exempt, she does not need to update that report, and FinCEN has said it will delete previously reported information about US persons. She does not need to do anything further for BOI reporting. Her state annual report and federal tax filings still apply as normal.

Example: a foreign company expanding into the US

A UK limited company owned by two UK residents registers with a US state in October 2026 so it can operate there. Because it was formed under foreign law and registered to do business in a state, it is a foreign reporting company. Under the deadline set by the interim rule, it would generally have 30 calendar days after receiving notice that the registration is effective to file a BOI report listing its two non-US beneficial owners. It should confirm the deadline against the final rule and get advice.

Exemptions that still matter for foreign companies

The Corporate Transparency Act lists 23 types of entity that are exempt from reporting even if they would otherwise qualify. Most of them are already regulated businesses, such as banks, credit unions, securities firms, insurance companies, public accounting firms and tax-exempt organizations. Two are more relevant to growing businesses:

• Large operating companies. An entity that employs more than 20 full-time employees in the United States, has an operating presence at a physical office in the US, and reported more than $5 million in US gross receipts or sales on its prior-year federal tax return.
• Subsidiaries of certain exempt entities. An entity whose ownership interests are controlled or wholly owned by certain exempt entities.

Inactive entities that meet strict conditions are also exempt. If you run a foreign company with a US registration, review these exemptions with an adviser before filing; a company that qualifies does not need to report at all.

What a foreign company's report contains

A foreign reporting company that must file provides details about itself (legal name, any trade names, US address, jurisdiction of formation, the state where it first registered, and a tax identification number) and about each non-US beneficial owner (full legal name, date of birth, residential address, and an identifying document such as a passport, with an image of that document). Reports are filed online with FinCEN, and there is no FinCEN filing fee. The company must also update the report if the reported information changes, so it pays to keep an ownership register.

What small business owners should do now

1. Confirm where your entity was formed. If it was created in the US, BOI reporting no longer applies.
2. Stop paying for BOI compliance you do not need. Cancel subscriptions to BOI filing services if you only own domestic entities.
3. Ignore pressure to file. Be wary of letters, emails or calls urging a US company to file a BOI report for a fee.
4. Keep your ownership records anyway. Banks still ask for beneficial ownership details when you open business accounts under their own customer due diligence rules, and some states have their own transparency laws.
5. Watch state laws. Some states have considered or passed their own beneficial ownership disclosure requirements. Check your state's rules.
6. If you own a foreign company registered in a US state, check whether you must file and when, and get advice from a qualified adviser.

Beware of BOI reporting scams

The CTA attracted scammers from the start, and confusion over the rule changes has made it easier for them. FinCEN has warned that it does not send initial correspondence about CTA penalties by email or phone, and filing a BOI report directly with FinCEN has always been free. Red flags include:

• Messages claiming your US LLC faces immediate fines for not filing.
• Requests for payment, bank details or ID documents through links or QR codes.
• Official-looking letters from organizations that are not FinCEN.

The same caution applies to fake invoices. Our guide to invoice scams explains how to spot payment requests that are not genuine.

What has not changed for your business

BOI reporting may be gone for most small businesses, but your other compliance tasks remain. You still need an EIN for most entities with employees or multiple owners (see how to get an EIN), state annual reports and registered agents where required, federal and state tax returns, sales tax registration where you have nexus, and accurate invoicing and records. If you are deciding whether to form an entity at all, compare LLC vs sole proprietorship and S corp vs LLC, and see our guide on how to invoice without a business.

Good records also help if rules change again. Keep formation documents, ownership changes and invoices together, and review our advice on how long to keep invoices.

Conclusion

BOI reporting under the Corporate Transparency Act now applies only to certain foreign companies registered in a US state, and only for their non-US owners. If your company was formed in the US, you do not need to file, update or withdraw a report, and FinCEN says it will delete information already submitted on US persons. Stay alert to scams, keep your ownership records tidy, and check FinCEN's official BOI page if your structure changes. Then get back to running your business: create professional invoices for free with our US invoice generator or browse the tax compliance guides for other rules that still apply.