BOI Reporting: Which Companies Need to File?

Where BOI reporting stands in 2026

Beneficial ownership information (BOI) is identifying information about the people who own or control a company. The Corporate Transparency Act requires certain companies to report it to FinCEN, the US Treasury's financial crimes bureau. For most founders reading this, the current answer is short: a company formed in a US state does not file a BOI report.

On August 11, 2026 FinCEN issued a final rule that made permanent the exemptions it first introduced in March 2025. Under it, US companies are exempt and "are no longer required to file BOI reports", and reporting companies don't report US person beneficial owners or company applicants (FinCEN). The final rule took effect on August 14, 2026 (FinCEN Q&A).

Forming a Wyoming or Delaware LLC from abroad? See can a non-US resident own a US LLC and US tax obligations for a foreign-owned LLC for the filings that do apply.

How the rule got here

Much of what you'll find online was written in 2024, when almost every small US company was expected to file. FinCEN's own pages now warn readers to disregard older guidance saying US companies or their owners must report (source). The short history:

FinCEN has also said it is putting in place a process to delete information it reasonably believes was provided by US persons (source).

Who still files: foreign reporting companies

Under the final rule, a reporting company is an entity that is formed under the law of a foreign country and has registered to do business in any US state or Tribal jurisdiction by filing a document with a secretary of state or similar office (source). A UK limited company that registers as a foreign entity in Texas, for example, falls inside that definition unless it qualifies for an exemption.

What the company reports about itself

• Its legal name and any trade names (d/b/a or t/a)
• The street address of its principal place of business in the US, or, if its principal place is abroad, the US address it does business from
• Its foreign country of formation, and the US state or Tribal jurisdiction where it first registers
• Its IRS taxpayer identification number (such as an EIN), or a foreign tax ID and the issuing country if it has no US one

All of that comes from FinCEN's final rule Q&A (source). The address must be a US street address; FinCEN says a P.O. box can't be used (FAQ F.8).

What it reports about people

A beneficial owner is an individual who, directly or indirectly, exercises substantial control over the company or owns or controls at least 25% of its ownership interests (source). For each non-US beneficial owner, the report gives a name, date of birth, residential address, an identifying number from an acceptable ID document such as a passport, and an image of that document (FAQ F.3).

US persons drop out on both sides. A reporting company doesn't report US person beneficial owners, and since the final rule it doesn't report US person company applicants either (the people who file the registration). US persons also don't have to provide their information to a reporting company (source).

Deadlines, fees and penalties

• No fee. FinCEN charges nothing to file a BOI report directly with it (source). Reports are filed through FinCEN's BOI E-Filing System.
• Penalties. The Act provides civil penalties of up to $500 for each day a willful violation continues, adjusted each year for inflation, and criminal penalties of up to two years in prison and a $10,000 fine (FAQ K.2). Under the final rule these matter only where a company or person still has a duty to report.

Exemptions for foreign companies

A foreign company that meets the reporting company definition can still be exempt. FinCEN lists 23 types of exempt entities (FAQ C.2). Most are regulated or public bodies:

• Securities reporting issuers, governmental authorities, banks, credit unions and depository institution holding companies
• Money services businesses, broker-dealers, securities exchanges and other Exchange Act registered entities
• Investment companies and advisers, venture capital fund advisers, insurance companies and state-licensed insurance producers
• Commodity Exchange Act registered entities, accounting firms, public utilities and financial market utilities
• Pooled investment vehicles, tax-exempt entities and entities assisting a tax-exempt entity
• Large operating companies, subsidiaries of certain exempt entities, and inactive entities

The large operating company test

This is the exemption operating businesses most often ask about. To qualify, the entity itself must have more than 20 full-time employees in the United States, must have filed a US federal income tax or information return for the previous year showing more than $5,000,000 in gross receipts or sales, and must have an operating presence at a physical office in the US (FAQ L.7). Employees can't be combined across related companies to reach the count (FAQ L.4).

Each exemption has detailed criteria, and FinCEN tells foreign entities to review them carefully before concluding they don't need to report (source). If your foreign company is registering in a US state, go through the criteria with a qualified professional.

What still applies to US-formed companies

No BOI report doesn't mean nobody asks who owns your company. Several separate rules still reach a US LLC or corporation.

1. 1
   Banks still collect beneficial ownershipUnder FinCEN's separate Customer Due Diligence Rule, covered financial institutions identify and verify the people who own 25% or more of a legal entity customer, plus one person who controls it (source). FinCEN names this rule as one reason it could exempt US companies (source). See why US banks say no for what that review looks like.
2. 2
   State laws are separateStates can have their own ownership disclosure rules. New York's is limited to LLCs formed under the law of a foreign country and authorized to do business in New York; LLCs formed in New York or another US state are not covered (NY Department of State). Those LLCs file a disclosure or an attestation of exemption with a $25 fee, annually (source). Check the rules of each state where your company is formed or registered.
3. 3
   IRS filings are a different systemBOI is not a tax filing. A foreign-owned single-member US LLC can still owe Form 5472 with a pro forma Form 1120 each year (IRS). Our Form 5472 guide covers it; ask a qualified tax professional about your own return.
4. 4
   The state still keeps its own recordsAnnual reports, state taxes and a registered agent are still required by the formation state. See compare formation states and registered agent.

BOI reports filed with FinCEN were never public. If privacy is why you're asking, our privacy page explains which company details are on public state records and how a business address keeps your home address off them.

Sources

Every rule, date and deadline above comes from FinCEN, Treasury, the IRS or the New York Department of State. We checked each one in September 2026. This rule has changed often, so confirm on the official pages before you act.

• FinCEN: Beneficial Ownership Information Reporting (alerts, deadlines, fee, scam warning)
• FinCEN: FinCEN Permanently Ends Beneficial Ownership Reporting Requirements for Millions of Small Business Owners
• FinCEN: Final Rule Questions and Answers (August 2026)
• FinCEN: BOI Frequently Asked Questions (exemptions, updates, penalties)
• US Treasury: press release of March 2, 2025
• FinCEN: Customer Due Diligence Rule
• New York Department of State: Beneficial Ownership Disclosure
• IRS: Instructions for Form 5472