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BOI reporting in 2026: who still files
After two years of court fights and interim rules, FinCEN settled it: a final rule effective August 14, 2026 permanently removes every company formed in the United States, and every US person, from Beneficial Ownership Information reporting. A narrow group of foreign companies still files.
| Your situation | BOI filing? |
| LLC or corporation formed in any US state (Delaware, Wyoming, California…) | No: exempt, whoever owns it |
| US company owned by a non-US founder | No: the exemption turns on where the entity was formed |
| Company formed abroad and registered to do business in a US state | Yes: reports its non-US beneficial owners |
| US person who owns or controls a foreign reporting company | Not reported: US persons are exempt |
How we got here
The Corporate Transparency Act required most small US companies to report their owners to FinCEN starting in 2024, with civil penalties of several hundred dollars a day and possible criminal charges for willful violations. Enforcement was then blocked, reinstated, and paused by court orders through early 2025. In March 2025 FinCEN issued an interim final rule narrowing reporting to foreign companies, and the August 2026 final rule makes that permanent, and goes further by exempting US-person owners of foreign companies as well.
Who still has to file
A reporting company is now only an entity formed under the law of a foreign country that has registered to do business in a US state or tribal jurisdiction by filing with a secretary of state or similar office, for example, a UK limited company registered as a foreign corporation in Texas. Unless another exemption applies (large operating companies, regulated financial institutions, and others), it must:
- File an initial report within 30 calendar days after its US registration becomes effective (companies registered before March 26, 2025 had until April 25, 2025).
- Report its non-US beneficial owners: individuals who own at least 25% or exercise substantial control. US persons are left off.
- File updates within 30 days when reported information changes.
Reports go through FinCEN's free BOI e-filing system. There is no filing fee.
If you already filed
US companies that filed in 2024 or 2025 don't need to do anything: there is no obligation to update or withdraw those reports. You also don't need to keep sending updates when owners or addresses change.
Beware of BOI scam letters
Official-looking letters and emails demanding a BOI filing fee, or threatening fines for a missed BOI report, have circulated since 2024. FinCEN doesn't charge to file and doesn't send unsolicited requests for payment. For a US-formed company, any such demand is a scam.
Ownership reporting you still have
The end of BOI reporting doesn't mean ownership is invisible. Banks still collect beneficial-owner information when you open an account, and foreign-owned single-member US LLCs still file Form 5472 with the IRS every year. State filings like California's Statement of Information and Texas's PIR list managers or officers publicly. Non-US founders forming a Delaware or Wyoming LLC have no BOI filing, but should calendar those.