Do U.S. Companies Still Have to File a BOI Report After FinCEN’s 2026 Final Rule?

< Back to Q&A

U.S. companies are no longer required to file Beneficial Ownership Information (BOI) reports with the Financial Crimes Enforcement Network (FinCEN). A final rule issued on August 11, 2026, and effective August 14, 2026, makes permanent the exemption for domestic companies while expanding reporting relief for U.S. individuals. However, certain foreign companies registered to conduct business in the United States must still comply with BOI reporting requirements.

What the Corporate Transparency Act Required and Why It Was Enacted

Congress enacted the Corporate Transparency Act in January 2021, as part of the Anti-Money Laundering Act of 2020 to combat money laundering, terrorist financing, tax fraud, and other financial crimes.

The original reporting regulations, effective January 1, 2024, required many U.S. corporations, limited liability companies, and foreign entities registered to conduct business in the United States to disclose their ownership information to FinCEN.

The law established 23 categories of exemptions, including certain financial institutions and large operating companies. Its primary objective was to identify individuals who ultimately owned or controlled businesses, making anonymous corporate structures more difficult to exploit.

What FinCEN’s 2026 Final Rule Changed About BOI Reporting

The FinCen final rule, published August 14, 2026, permanently adopted the domestic reporting exemptions introduced March 26, 2025.

The changes eliminate BOI filing requirements for U.S.-created entities and remove reporting obligations involving U.S. person beneficial owners and company applicants.

The rule also eliminates requirements for U.S. persons to update or correct information previously submitted when obtaining a FinCEN identifier.

FinCEN announced plans to remove previously collected U.S. person information from its reporting database. The agency expects to coordinate with the National Archives and Records Administration on the deletion process.

Foreign reporting companies remain subject to narrower disclosure requirements.

Which Companies Are Now Exempt From BOI Reporting Under the Final Rule

The expanded BOI exemptions cover all entities created under U.S. state or tribal laws, regardless of company size, ownership structure, or industry.

Exempt entities include:

• Domestic corporations, including C corporations and S corporations
• U.S.-formed limited liability companies (LLCs)
• Domestic partnerships and other entities created through qualifying state or tribal filings
• U.S.-formed subsidiaries of foreign companies
• Domestic nonprofit organizations and homeowners’ associations

These entities no longer need to submit initial BOI reports or update previously filed reports.

Importantly, domestic companies owned entirely by foreign individuals also qualify. The determining factor is where the entity was legally created, not the citizenship of its owners.

Which Companies Still Need to File a BOI Report

Under the revised regulations, reporting obligations apply primarily to entities formed under foreign laws and registered to conduct business in a U.S. state or tribal jurisdiction.

These foreign entities must report beneficial ownership information concerning non-U.S. individuals who exercise substantial control or own at least 25% of the company, unless another exemption applies.

Foreign companies first registered after March 26, 2025, generally have 30 days following registration notification to submit their initial reports.

Foreign reporting companies must also update required information within 30 days of relevant changes.

U.S. person beneficial owners and company applicants are excluded from disclosure requirements.

What the Penalties Are for Companies That Still Owe a BOI Report and Miss the Deadline

Foreign reporting companies remaining subject to BOI requirements face civil and criminal penalties for willful noncompliance.

Under 31 U.S.C. § 5336, violations can result in civil penalties of up to $500 per day, adjusted annually for inflation. Criminal penalties may include fines of up to $10,000, imprisonment for up to two years, or both.

Violations include knowingly submitting false information or deliberately failing to file, update, or correct required reports.

FinCEN confirmed that the 2026 final rule preserves these enforcement provisions.

However, inadvertent mistakes or a lack of awareness do not automatically constitute willful violations. Foreign entities should review their registration status, ownership information, and applicable filing deadlines.

Related tax topics

For businesses reviewing broader federal tax compliance, see our discussion of Statute of Limitations in IRS matters.

Transaction-related tax considerations may also involve Facilitative Costs, particularly when evaluating acquisition expenditures and capitalization requirements.

How BT Can Help

For more than four decades, Bennett Thrasher has provided businesses and individuals with strategic business guidance and solutions through professional tax, audit, advisory, and business process outsourcing services. Contact Bennett Thrasher’s International Tax practice, or call us at 770.396.2200.

Back to Q&A