BOI Reporting in 2026: Who Still Has to File?
Under FinCEN's final rule, published and effective August 14, 2026, companies created in the United States and US persons are exempt from BOI reporting. Only entities formed under foreign law and registered to do business in a US state or tribal jurisdiction must report, within 30 calendar days, and they report only non-US beneficial owners.
If you formed an LLC or corporation in the United States, you have probably seen warnings about "BOI reports," the Corporate Transparency Act (CTA) and penalties. Many of those warnings are now out of date.
On August 14, 2026, FinCEN's final rule on beneficial ownership information (BOI) reporting was published and took effect. It confirms what an interim rule had said since March 2025: companies created in the US, and US persons, don't file BOI reports. Only certain foreign companies still do.
This guide explains who still has to file, what they report, the deadlines, and how to spot old or fake BOI letters. If you want a quick answer for your company, the free BOI Reporting Checker takes about 30 seconds.
What changed with BOI reporting in 2025 and 2026?
The CTA was passed to help identify the people behind companies. FinCEN's original reporting rule covered most small US companies. That changed in 2025 and was made permanent in 2026.
| Date | What happened |
|---|---|
| March 26, 2025 | FinCEN published an interim final rule (FR Doc. 2025-05199). It narrowed "reporting company" to entities formed under foreign law and registered to do business in the US, and exempted US companies and US persons. |
| April 25, 2025 | Deadline for foreign reporting companies registered in the US before March 26, 2025. |
| August 11, 2026 | FinCEN announced a final rule that "permanently removes" the requirement for US companies and US persons, and said it will delete previously reported US-person information. |
| August 14, 2026 | The final rule was published and took effect (91 FR 52508, FR Doc. 2026-16576). It adopts the interim final rule with limited changes. |
The CTA statute itself (31 U.S.C. 5336) has not been repealed. The exemption for US companies comes from FinCEN's regulation, 31 CFR 1010.380. That's why you may still see the law mentioned. It just no longer requires most US businesses to file anything.
Who still has to file a BOI report?
Under the current regulation, a reporting company is a corporation, LLC or other entity that is:
- formed under the law of a foreign country, and
- registered to do business in any US state or tribal jurisdiction by filing a document with a secretary of state or similar office.
Both tests must be met. A foreign company that sells into the US without registering in a state isn't a reporting company. A company formed in Delaware, Wyoming or any other US state isn't one either, however its owners are.
Even a foreign company that meets both tests is not a reporting company if it fits one of the regulation's exemptions (see below).
Does a US LLC or corporation need to file a BOI report?
No. FinCEN's BOI page says: "U.S. companies are exempt from BOI reporting requirements and therefore, are no longer required to file BOI reports."
That covers:
- single-member and multi-member LLCs formed in any US state,
- corporations (C-corps and S-corps) formed in any US state,
- limited partnerships and other entities created by filing with a US secretary of state.
It also doesn't matter who owns the company. A US LLC owned by a foreign person is still a US-created entity, so it doesn't file a BOI report. We explain this in more detail in Does My US LLC Need a BOI Report?.
Already filed? You don't need to update or correct that report. US persons with a FinCEN ID also don't need to update it. FinCEN has said it will delete previously reported information from US persons.
What if a US LLC has a foreign owner?
BOI is off the table, but IRS reporting is not. A US single-member LLC owned by a non-US person is treated as a corporation for Form 5472 purposes. It generally must file Form 5472 with a pro forma Form 1120 for each year it has a reportable transaction with its owner or another related party. Capital contributions, loans, distributions and owner-paid expenses are common examples.
The penalty for failing to file Form 5472 is $25,000 for each tax year (IRC 6038A(d)), applied per related party. More may be added if the failure continues after the IRS sends a notice. It's a much bigger risk for foreign owners than BOI.
Check your LLC with our free Form 5472 Checker.
Which foreign companies are exempt?
A foreign company registered in the US is not a reporting company if it fits one of the exemptions in 31 CFR 1010.380(c)(2). FinCEN's BOI FAQs list 23 types of exempt entities. The main groups are:
| Group | Examples from the regulation |
|---|---|
| Regulated financial firms | Banks, credit unions, broker-dealers, investment advisers, insurance companies, money services businesses |
| Public and registered companies | SEC reporting issuers, securities exchanges, entities registered under the Exchange Act or Commodity Exchange Act |
| Public bodies and utilities | Governmental authorities, regulated public utilities |
| Tax-exempt organizations | IRC §501(c) organizations and entities that exist to support them |
| Large operating companies | More than 20 full-time US employees, a physical US office, and more than $5,000,000 of US gross receipts on the prior year's federal return |
| Subsidiaries | Entities controlled or wholly owned by certain exempt entities |
| Inactive entities | Older entities with no active business, no foreign ownership and no significant assets or money movements, as the regulation defines |
Each exemption has exact conditions. Read them in the regulation, or ask an adviser, before relying on one. If a company stops qualifying for an exemption, it has 30 calendar days to file a report.
What is the deadline for foreign companies?
| Situation | Deadline |
|---|---|
| Registered to do business in the US before March 26, 2025 | April 25, 2025 (already passed) |
| Registered on or after March 26, 2025 | Within 30 calendar days of the earlier of (a) actual notice that the registration is effective, or (b) public notice by the secretary of state, such as a public registry |
| Stopped qualifying for an exemption | Within 30 calendar days |
| Change to reported information (update) | Within 30 calendar days of the change |
| Error in a filed report (correction) | Within 30 calendar days of learning of it |
The rule counts calendar days, not business days.
What does a foreign reporting company report?
The report has two parts.
About the company: full legal name, any trade names, the US address where it does business, the foreign country of formation, the US state or tribal jurisdiction where it first registered, and its IRS taxpayer identification number (such as an EIN). If it has no US TIN, it reports a foreign tax ID and the country that issued it.
About its beneficial owners and company applicants: for each person, their full legal name, date of birth, address, an ID number from an acceptable document (such as a passport) and an image of that document.
The key change: only non-US persons are reported. Under the current rule:
- reporting companies don't report beneficial owners who are US persons,
- they don't report company applicants who are US persons, and
- US persons don't have to provide their information to reporting companies.
A beneficial owner is anyone who, directly or indirectly, exercises substantial control over the company or owns or controls at least 25% of its ownership interests. A company applicant is the person who filed the US registration document, plus the person mainly responsible for directing that filing. Companies registered before January 1, 2024 don't report company applicants.
"US person" has the meaning in IRC §7701(a)(30). For individuals, that generally means US citizens and US residents.
See Foreign Company Registered in the US: BOI Requirements for a step-by-step walkthrough.
How do you file, and does it cost anything?
Reports are filed online through FinCEN's BOI E-Filing System at boiefiling.fincen.gov. FinCEN says there is no fee to file BOI directly with FinCEN. Individuals can also get an optional FinCEN ID at fincenid.fincen.gov and give it to the reporting company instead of their details. A non-US person with a FinCEN ID must keep it updated.
What are the penalties?
The CTA sets penalties for willful reporting violations. That means willfully giving false information or willfully failing to report complete or updated information. The statute (31 U.S.C. 5336(h)(3)) provides:
- a civil penalty of up to $500 for each day the violation continues, and
- criminal fines of up to $10,000, up to two years in prison, or both.
These amounts are the statutory figures. The statute also includes a safe harbor for correcting an inaccurate report, and the regulation treats a correction filed within the 30-day window as meeting it if filed within 90 days of the original report.
For US companies, the point is simpler: they have no reporting obligation, so there is nothing to penalize. FinCEN had already said it would not enforce BOI penalties against US citizens or domestic reporting companies.
Why do old articles and letters still say you must file?
Three reasons:
- Old content. Articles written in 2024 described the original rule, when most US companies had to file. Many haven't been updated. Even FinCEN's page notes that some of its older guidance hasn't been fully updated. It says any guidance suggesting US companies must report should be disregarded.
- Scams. FinCEN warns about fake BOI letters. It says correspondence referencing a "Form 4022" or "Form 5102" is fraudulent, because FinCEN has no such forms. It also says FinCEN does not send correspondence requesting payment to file BOI.
- Paid services. Some private companies offer to file BOI reports for a fee. That isn't illegal, but a US company doesn't need to file at all.
If you received something, read Got a BOI Letter or Email? How to Check It.
Quick scenarios
| Your situation | BOI report? | Other filing to check |
|---|---|---|
| US LLC, US owner | No | Your normal federal and state tax returns |
| US LLC, single non-US owner | No | Form 5472 + pro forma 1120 (check here) |
| US corporation, foreign parent company | No | Form 5472 may apply to the corporation |
| UK Ltd registered with a US state as a foreign entity, no exemption | Yes, within 30 days of registration notice | Report non-US owners only |
| UK Ltd selling online to US customers, not registered in any state | No (not a reporting company) | US tax filings depend on your facts |
| Foreign company registered in a US state with 25 US staff, a US office and $6M US receipts last year | Likely exempt (large operating company), if all conditions are met | Keep a record of why the exemption applies |
These are simplified examples. Your own facts decide the answer.
When should you get professional help?
Most US-company owners need no help with BOI. The answer is simply "no filing." Consider a review if:
- your company was formed outside the US and is (or will be) registered in a US state,
- you think an exemption applies but aren't sure,
- you own a US LLC from outside the US and haven't checked Form 5472, or
- you received a letter or notice and aren't sure it's genuine.
RAHA Financials offers a Foreign-Owned LLC Compliance Review (BOI + Form 5472). It's a fixed price, quoted upfront. It covers your BOI status under the current FinCEN rule, a Form 5472 requirement review, an annual compliance calendar and filing support where needed. Request a consultation, or see our global services and tax filing pages.
Frequently asked questions
Do I still need to file a BOI report in 2026?
If your company was created in the United States, no. Under FinCEN's final rule, effective August 14, 2026, US companies and US persons are exempt. Only foreign-formed companies registered to do business in a US state or tribal jurisdiction must report.
Is the Corporate Transparency Act repealed?
No. The statute still exists. FinCEN's regulation exempts US companies and US persons from reporting under it.
I already filed a BOI report for my US LLC. Do I need to update it?
No. US companies have no reporting obligation, and US persons don't need to update FinCEN ID information. FinCEN has said it will delete previously reported US-person information.
Does a foreign-owned US LLC need to file a BOI report?
No. It was created in the US, so it's exempt. It may still need to file Form 5472 with the IRS each year.
How long does a foreign company have to file after registering in a US state?
30 calendar days from the earlier of actual notice that its registration is effective or public notice by the state.
Does a foreign reporting company report its US owners?
No. Reporting companies don't report US-person beneficial owners or US-person company applicants.
Is there a fee to file a BOI report?
FinCEN says there is no fee to file BOI directly with FinCEN through its BOI E-Filing System.
What are Form 4022 and Form 5102?
They don't exist. FinCEN says correspondence referencing a "Form 4022" or "Form 5102" is fraudulent.
Sources
- Final rule, "Beneficial Ownership Information Reporting Requirement Revision," 91 FR 52508 (Aug. 14, 2026): https://www.federalregister.gov/documents/2026/08/14/2026-16576/beneficial-ownership-information-reporting-requirement-revision
- Interim final rule (Mar. 26, 2025): https://www.federalregister.gov/documents/2025/03/26/2025-05199/beneficial-ownership-information-reporting-requirement-revision-and-deadline-extension
- FinCEN BOI page: https://www.fincen.gov/boi
- FinCEN BOI FAQs: https://www.fincen.gov/boi-faqs
- FinCEN news release (Aug. 11, 2026): https://www.fincen.gov/news/news-releases/fincen-permanently-ends-beneficial-ownership-reporting-requirements-millions
- 31 CFR 1010.380: https://www.ecfr.gov/current/title-31/section-1010.380
- 31 U.S.C. 5336: https://www.law.cornell.edu/uscode/text/31/5336
- IRC §6038A (Form 5472 penalty): https://www.law.cornell.edu/uscode/text/26/6038A
- Instructions for Form 5472: https://www.irs.gov/instructions/i5472
This guide provides general information for educational purposes and is not tax, legal or accounting advice. Consult a qualified professional before acting.
