Beneficial Ownership Information (BOI) Report: Who Must File

The list of who must file a beneficial ownership information (BOI) report has shrunk since 2024, and US companies are no longer on it. Many guides still describe the 2024 rule: every US LLC files with FinCEN or faces a daily fine. Letters and emails with the same warning still reach owners, and maybe one has reached you.

If you own a US LLC or a US corporation, you don't need to file a BOI report. FinCEN is the Financial Crimes Enforcement Network, part of the US Treasury. On August 11, 2026 it issued a final rule that permanently exempts US companies and US persons from BOI reporting.

The rule took effect on August 14, 2026. Only entities formed under foreign law and registered to do business in a US state still file. And they report only their non-US owners. This is the status as of October 2026.

In 2025 the exemption came through an interim rule, and the 2026 final rule made it permanent. Pages written for the 2024 rules, when every US LLC had to file, are out of date. That includes any page saying "all LLCs must file by January 1, 2025". For example, the IRS page on beneficial ownership still describes reporting as applying from January 1, 2024.

The letter on your desk: what BOI reporting was about

To understand why that letter sounds so urgent, it helps to know what the report collected. Beneficial ownership information is data about the people who actually own or control a company. That's different from its registered agent or the name on its mailbox. The law behind the report is the Corporate Transparency Act (CTA).

The statute is 31 U.S.C. 5336. Under it, a beneficial owner is an individual who directly or indirectly does one of two things:

• owns or controls at least 25 percent of the ownership interests
• exercises substantial control over the company

In 2024 and 2025 FinCEN collected this data in a BOI report. For each beneficial owner the report asked for:

• full legal name
• date of birth
• residential address
• an ID number
• an image of the ID document

At that time US LLCs and corporations counted as "reporting companies". That's why so many owners were told to file. For US companies this is now history.

Who still reports beneficial ownership information in 2026

Now you want to know where your company stands. The 2025 interim rule changed what a "reporting company" means, and the 2026 final rule confirmed it. Now it means an entity formed under the law of a foreign country and registered to do business in a US state or tribal jurisdiction. Companies created by a filing with a US state, such as LLCs and corporations, are exempt.

In the table, "foreign company" means a company formed abroad and registered in a US state.

The second row matters most if you live outside the US. An LLC formed in a US state is a domestic company even when its owner lives abroad. So it doesn't file a BOI report. Your country of residence doesn't change where the company was formed. The wider picture for this setup is in Can a Non-US Resident Own a US LLC? What It Involves.

A foreign reporting company reports these details:

1. the country where it was formed
2. the first US state or tribal jurisdiction where it registered
3. its US or foreign taxpayer identification number (TIN)
4. its non-US beneficial owners

Under the final rule it no longer reports US-person "company applicants", the people who filed the registration. FinCEN estimated that about 11,667 foreign reporting companies would file per year on average. That's a small group compared with 2024, when every US LLC was in scope.

You may also search for a state version of the report, for example "beneficial ownership information report Florida". But the BOI report is a federal filing with FinCEN. So an LLC formed in Florida falls under the same federal exemption as an LLC formed in any other state.

Some states do have their own ownership disclosure laws. New York is the best-known example, covered further down. So check the rules of the state where the company is formed or registered.

Who is exempt from BOI reporting

The other side of the same rule is the list of exemptions. Two large groups are exempt today:

• US companies, meaning any entity created by a filing with a US state or tribal jurisdiction
• US persons, who don't need to be reported even as owners of a foreign company

The Corporate Transparency Act also has its own list of exemption categories. Before the 2025 changes, FinCEN described them as covering, for example:

• banks
• credit unions
• securities issuers
• tax-exempt entities
• large operating companies
• inactive entities

Those categories remain in the law. But for most small business owners the US-company exemption already covers them.

The final rule adds two smaller points. US persons who got a FinCEN ID don't need to update or correct it. And a foreign pooled investment vehicle registered in the US doesn't need to report a US person who controls it.

Why the guide you found says the opposite

If you searched before reading the letter again, you probably found guides that disagree. The rules changed several times in two and a half years. So a page written in 2024, one from 2025 and one from 2026 can give three different answers. Each of them was correct when it was written.

A few details behind these dates. In 2024 the deadlines depended on when the company was formed:

• before 2024: until January 1, 2025
• in 2024: 90 days
• from 2025: 30 days

The Alabama case was National Small Business United v. Yellen, and the government appealed on March 11, 2024. In March 2025 Treasury's statement covered three groups: US citizens, domestic reporting companies and their owners. The interim rule set an April 25, 2025 deadline for existing registrations. The final rule is Federal Register document 2026-16576.

The Corporate Transparency Act itself is still law, and small business groups disagree about what should come next. According to CPA Practice Advisor, NSBA calls the relief temporary and wants a Supreme Court decision. NFIB is asking Congress to repeal the act.

If you already filed back in 2024

Maybe you followed one of those older guides and filed in 2024 or early 2025. Nothing needs to be done now.

FinCEN will delete information about individuals it reasonably believes are US persons. That includes people reported with a US passport or a US driver's license. It also includes data FinCEN already received about US persons who are now exempt.

FinCEN also says to disregard earlier guidance that US companies or US persons must report. The same goes for guidance that reports were due before April 25, 2025.

If you never filed in 2024 or 2025, you don't need to file now either. FinCEN states that it won't enforce BOI penalties against:

1. US citizens
2. domestic reporting companies
3. their beneficial owners

If your company was formed abroad: the 30-day clock

Things look different if your company was formed outside the US and then registered to do business in a US state. You're in the small group that still files. Companies registered before March 26, 2025 had a deadline of April 25, 2025. That date has passed.

Companies registered on or after March 26, 2025 have 30 calendar days. The count starts from the earlier of two dates:

• the day the company gets actual notice that its registration is effective
• the day the state makes the registration public

After the first report, changes in the reported information must be reported within 30 days. A mistake must be corrected within 30 days after the company becomes aware of it. The final rule kept these timing rules from the 2025 interim rule. Non-US persons who hold a FinCEN ID must still keep it up to date.

Reports are filed through FinCEN's BOI E-Filing system at boiefiling.fincen.gov. A FinCEN ID is optional and is issued at fincenid.fincen.gov. There's no filing fee.

BOI penalties: the figures in that letter

Back to the letter and its daily fine. The penalties remain in the law. But today they reach only foreign reporting companies and the people responsible for them.

Older pages still show $591 per day, including FinCEN's own FAQ and the US Chamber guide. That was the earlier inflation-adjusted figure. The current regulation (31 CFR 1010.821) shows $606.

FinCEN won't enforce BOI penalties against US companies or their owners. According to the law firm Troutman, FinCEN hasn't assessed penalties for non-filing during the suspension period. So US companies that never filed shouldn't face penalties for the past.

Where beneficial ownership information is still requested

With the BOI report off your list, you might think nobody will ask about owners again. The exemption concerns one federal database, though. Ownership questions still reach you from other places.

Banks still identify owners

Banks follow a separate FinCEN rule, the Customer Due Diligence (CDD) rule. When a company opens an account, the bank must identify and verify its beneficial owners. That means every individual who owns 25 percent or more, plus one individual who controls the company. This has nothing to do with whether the company filed a BOI report.

One part of this rule did change in 2026. FinCEN issued an order on February 13, 2026 (FinCEN ruling FIN-2026-R001). It relieved banks from re-verifying owners at every new account.

According to a DLA Piper summary, banks still verify owners in these cases:

• when the first account is opened
• when facts call earlier information into question
• as part of their ongoing risk-based checks

A customer may also certify that earlier information is still current.

State laws still apply

The federal rule doesn't override state laws on beneficial ownership. The best-known example is New York. The New York LLC Transparency Act took effect on January 1, 2026.

Governor Hochul vetoed bill S8432 on December 19, 2025. After that veto, the act covers only LLCs formed outside the US and authorized to do business in New York. So US-formed LLCs are exempt.

The New York deadlines work like this:

1. foreign LLCs already authorized in New York file by December 31, 2026
2. new ones file within 30 days of applying for authority
3. annual statements follow

The filing fee is $25.

State filings still matter

For most small companies, the state's own yearly filings were always more relevant than the federal BOI report. These are:

• annual reports
• franchise tax reports
• yearly fees

The requirements by state are collected in LLC Annual Report: Requirements, Fees and Due Dates by State.

Spotting a fake BOI notice

Now look at that letter one more time. The confusion around BOI has helped scammers, and their letters have circulated since reporting started. Old ones are still around. FinCEN warns about these signs:

• FinCEN doesn't charge any fee to file a BOI report.
• There's no "Form 4022" or "Form 5102".
• There's no "US Business Regulations Dept.".
• FinCEN doesn't send initial penalty notices by email or phone.

So say a letter in 2026 asks your US LLC to pay for a BOI filing. It's either a scam or an offer of a service the company doesn't need. Don't use payment links in such messages.

Keeping your records ready

All of this matters most if you're just starting out or run your company from abroad. Many new owners were told in 2024 and 2025 that BOI was mandatory, especially founders outside the US. Some compliance services still sell yearly BOI packages. For a US-formed company that expense is no longer needed.

Still, keep your ownership records in order, because banks and other parties continue to ask. Most companies keep:

1. the formation document issued by the state
2. an operating agreement that shows each owner's percentage and who manages the company
3. each owner's passport or other ID
4. the EIN letter from the IRS
5. the name and address of the registered agent

If the entity type is still undecided, Choosing a Business Structure: LLC, Corporation and DBA compares the main options. Any entity formed in a US state is outside the BOI rule.

What to do this month

First check where your company was formed. If it was formed in a US state, you don't file a BOI report, wherever you live. Treat any letter or invoice that says otherwise with suspicion, and don't pay through its links.

If your company was formed abroad and registered in a US state, watch the 30-day deadline and report your non-US owners. Either way, keep your ownership records ready for banks. For a non-resident's US LLC the next filing to check is Form 5472 in Form 5472 for Foreign-Owned US LLCs: Who Must File, Due Date and Penalties.

With the ownership papers settled, the company still has to look real to the people who check it. Our team sets that up for new owners through a Google Business Profile, directory listings and social media pages.