BOI stands for beneficial ownership information. It is the report the Corporate Transparency Act set up: who owns or controls a company, sent to FinCEN, the Treasury office that fights financial crime. For a while every small LLC was expected to file one. That changed in 2025, and the change is now final.
The report is separate from the state filings that keep an LLC alive: the formation papers, the yearly report, and a registered agent in each state where the company is registered. Those still apply. This guide covers only the federal report.
What changed, in order
- March 26, 2025. FinCEN published an interim final rule. The final rule says that interim rule removed domestic entities from the definition of a reporting company.
- August 14, 2026. FinCEN published the final rule, Beneficial Ownership Information Reporting Requirement Revision, at 91 FR 52508. It took effect the same day. It adopts the interim rule with limited changes.
FinCEN’s BOI page sums it up: under the final rule, U.S. companies are exempt from BOI reporting requirements.
Who still has to file
FinCEN’s questions and answers on the final rule say a reporting company is now an entity formed under the law of a foreign country that has registered to do business in any U.S. state or tribal jurisdiction. Several kinds of entities are exempt even then, so FinCEN tells foreign companies to check the criteria with care.
Even a foreign company files less than before:
- It does not report beneficial owners who are U.S. persons.
- It does not report company applicants who are U.S. persons. A company applicant is the person who files the registration, and the person who directs that filing, if any.
- A beneficial owner is a person with substantial control, or who owns or controls at least 25% of the company.
The deadline for a foreign company
The final rule keeps the interim rule’s timing. FinCEN’s BOI page says a foreign company registered to do business in the U.S. before March 26, 2025 had to file by April 25, 2025. A foreign company registered on or after March 26, 2025 has 30 calendar days after its registration takes effect to file its first report. Non-U.S. persons with a FinCEN ID must report changes within 30 calendar days.
If you are registering a foreign company in a U.S. state, that 30-day clock starts with the state filing. The state filing also needs a registered agent in that state. Foreign qualification covers the state side.
What this means for a U.S. LLC
| Situation | BOI report? |
|---|---|
| LLC formed in any U.S. state | No. Exempt under the final rule. |
| U.S. LLC that already filed in 2024 | No update needed. U.S. persons with a FinCEN ID no longer update it either. |
| Company formed in another country and registered in a U.S. state | Yes, unless an exemption applies. U.S. owners are left off. |
The Q&A also says FinCEN is setting up a process to delete information it reasonably believes came from U.S. persons. It gives no date.
Letters and emails about BOI
If a letter or email now tells a U.S. LLC it must file, check fincen.gov/boi yourself before you pay anyone. The final rule is the current rule. A private company cannot make a U.S. LLC owe a report that FinCEN has removed.
The same caution applies to look-alike state notices. Your yearly state report is real and has a real fee. Pay it on the state’s own site. LLC annual report lists the dates for several states.
What still applies to every LLC
Dropping the federal report did not change state law. Each state where your LLC is formed or registered still wants:
- a registered agent at a street in that state, on the public record,
- the yearly or two-year report, where the state has one, and
- a change filing when the agent or the address changes.
How to start an LLC lists the full order of steps.
Next step
If your LLC was formed in the U.S., take the BOI report off your list. Spend the time on the state side: confirm your registered agent is current in each state. The Process Score directory grades the commercial agents state by state, with the price after year 1.
Short answers
Do I need to file a BOI report for my LLC in 2026?
Not if the LLC was formed in the United States. FinCEN’s final rule, effective August 14, 2026, exempts U.S. companies.
Is the Corporate Transparency Act gone?
This rule did not repeal the law. FinCEN’s rule limits the report to companies formed in another country and registered in a U.S. state.
I filed a BOI report in 2024. Do I need to update it?
No, for a U.S. company. The final rule also ends the duty for U.S. persons to update FinCEN ID information.
Sources
Pages below were read November 1, 2026.
- FinCEN, Beneficial Ownership Information Reporting Requirement Revision, 91 FR 52508. Final rule published and effective August 14, 2026. Adopts the March 26, 2025 interim rule with limited changes. Domestic entities removed from the definition of reporting company. Timing provisions kept.
- FinCEN, Beneficial Ownership Information. U.S. companies exempt under the final rule. Foreign company deadlines: April 25, 2025 for those registered before March 26, 2025, and 30 calendar days after registration for later ones.
- FinCEN, Questions and Answers on the BOI Final Rule. Reporting company definition. No U.S. person beneficial owners or company applicants reported. 25% ownership test. Non-U.S. persons update within 30 days. U.S. person data to be deleted, no date given. Effective August 14, 2026.