BOI reporting in 2026: do small businesses still need to file?
FinCEN's beneficial ownership information (BOI) reporting requirement no longer applies to US companies. On August 11, 2026, the Financial Crimes Enforcement Network (FinCEN) finalized a rule that permanently removed the BOI reporting obligation for US companies and US persons under the Corporate Transparency Act (CTA).
If you own a US LLC, corporation, or other domestic entity, you do not need to file a BOI report. Below we cover what changed, who is still required to report, what to do if you already filed, and what the original 2024 rule required before it was rolled back.
BOI reporting then vs. now — what applies?
BOI reporting is no longer a broad requirement for domestic small businesses. It's now a narrow requirement that applies only to certain foreign companies. Here's the shift in one table:
| Question | 2024 original rule | Current rule (2026) |
|---|---|---|
| Who had to report? | Most US and foreign companies | Only foreign companies registered to do business in the US |
| Did US owners count as beneficial owners? | Yes — any US person who owned 25%+ or exercised substantial control | No — only non-US beneficial owners are reportable |
| Filing deadline for existing companies | January 1, 2025 | Not applicable — US companies are exempt |
| Penalty for missing it | Up to ~$500/day civil; up to $10,000 and 2 years in prison, criminal | Not applicable — the filing requirement itself no longer exists for US companies |
Who still has to file a BOI report?
Only foreign entities — companies formed under the law of another country that have registered to do business in a US state or tribal jurisdiction. And even then, only with respect to their non-US beneficial owners:
- Foreign reporting companies must report beneficial ownership information for beneficial owners who are not US persons. They do not need to report information about US citizens or US persons who own or control the company.
- Company applicants — the individuals who filed a foreign company's registration paperwork — no longer need to be reported if they are US persons.
- Foreign pooled investment vehicles registered to do business in the US are exempt from reporting beneficial ownership information about the US persons who control them.
Deadlines that still apply to foreign reporting companies: registered before March 26, 2025 — initial report was due April 25, 2025. Registered on or after March 26, 2025 — 30 calendar days from the notice that the registration is effective.
What if you already filed a BOI report?
Nothing further is required. FinCEN has stated it will delete previously submitted beneficial ownership information belonging to US persons from its database. You don't need to file an update or a correction, and if you hold a FinCEN identifier as a US person, you don't need to update it either.
Pro tip: there's no penalty exposure for US companies that never got around to filing before this change took effect. The filing obligation for domestic entities was eliminated, not postponed.
Timeline: how the BOI rule changed
- 2021 — Congress enacted the Corporate Transparency Act, creating a new BOI reporting requirement administered by FinCEN.
- January 1, 2024 — The BOI reporting rule took effect. Existing companies had until January 1, 2025 to file; new companies had 90 days from formation.
- Late 2024 – early 2025 — A series of federal court rulings blocked, then reinstated, the requirement nationwide, creating confusion over deadlines.
- March 2025 — Treasury announced it would not enforce the CTA against US citizens and domestic companies. FinCEN issued an interim rule narrowing “reporting company” to exclude domestic entities, effective March 26, 2025.
- August 11, 2026 — FinCEN's final rule made the March 2025 exemptions permanent, and added the company-applicant and pooled-investment-vehicle changes above.
What should you do now?
- US companies (LLCs, corporations, and similar domestic entities): no action needed. You're exempt from BOI reporting going forward.
- Foreign companies registered to do business in the US: confirm whether you're still in scope, and if so, calendar the deadline above.
- Not sure where your entity stands: check FinCEN's BOI page (fincen.gov/boi) or talk to a tax advisor before assuming either way.
What did the original 2024 BOI rule require?
The sections below describe the rule as it stood when the CTA first took effect on January 1, 2024. It applied broadly to US small businesses at the time, and we're keeping it here for reference since many business owners already researched and prepared for it. None of this applies to domestic companies anymore.
Who was required to file?
Most domestic and foreign corporations, LLCs, and similar entities created by filing with a secretary of state, or registered to do business in the US, were considered “reporting companies.” 23 categories were exempt, including banks, credit unions, and insurance companies already subject to federal regulation. A “large operating company” exemption also applied to businesses with more than 20 full-time US employees, more than $5 million in gross receipts on the prior year's tax return, and a physical US office.
What information did the report include?
Reporting companies had to provide each beneficial owner's full legal name, date of birth, current address, and an identifying number from a passport or driver's license, plus an image of that document. Companies formed on or after January 1, 2024 also had to report their “company applicants” — the individuals who filed the formation paperwork.
Who counted as a beneficial owner?
Anyone who, directly or indirectly, exercised substantial control over the company or owned/controlled at least 25% of ownership interests. “Substantial control” was read broadly — it could include senior officers or anyone who could direct major decisions, even without a formal ownership stake. Control exercised through family ties, contracts, or trusts also counted.
What were the penalties for not filing?
Willful failure to file, or filing false information, carried civil penalties of several hundred dollars per day (adjusted for inflation) and criminal penalties of up to $10,000 and 2 years in prison. In practice, FinCEN paused enforcement against domestic companies well before deadlines hit, and no penalties were ever assessed against US companies under this rule.
FAQ
No. US companies and US persons have been permanently exempted from BOI reporting since August 11, 2026.
No. FinCEN will remove US persons' data from its database on its own; you don't need to take action.
Only partly. You still need to report your non-US beneficial owners, but you no longer need to report US persons who own or control the company.
It's possible — this area has moved quickly since 2024. Check fincen.gov/boi before assuming your obligations either way.
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