What BOI reporting actually requires in 2026
If you formed a US LLC or corporation, here is the short version: you do not file a Beneficial Ownership Information (BOI) report. FinCEN's March 26, 2025 interim final rule first exempted every entity created in the United States from BOI reporting under the Corporate Transparency Act, and a final rule FinCEN issued August 11, 2026 made that exemption permanent. FinCEN is also deleting previously submitted BOI data for US persons from its database.
The rule is now narrowly aimed at one group: foreign-formed companies that registered to do business in a US state or tribal jurisdiction. If that is not you, you have nothing to file. If it is you, the deadline is short and the penalties are real. This article walks through who still files in 2026, what they file, and what happens if they miss the window.
Who must file in 2026
Under the current rule, a "reporting company" means an entity formed under the law of a foreign country that has registered to do business in any US state or tribal jurisdiction by filing with a secretary of state or similar office. That is a narrow definition. It does not include US-formed LLCs, corporations, or partnerships, regardless of where the owners live or where the business operates.
A US person who owns a foreign reporting company does not need to be reported. The rule was specifically rewritten to exclude US persons from being listed as beneficial owners, even when they own or control a foreign entity that must file. If every beneficial owner of a foreign reporting company is a US person, the company still files, but the report contains no beneficial owner information: only information about the company itself and, where required, any company applicant who is not a US person.
What the report contains
The BOI report has three parts: information about the reporting company itself, information about each beneficial owner who is not a US person, and information about the company applicant (the individual who filed the foreign qualification paperwork). Company applicants are reported only by foreign companies first registered in the US on or after January 1, 2024, and, since FinCEN's August 2026 final rule, only if the applicant is not a US person.
For each non-US beneficial owner, you submit:
- Full legal name
- Date of birth
- Current residential address
- An identifying number from a non-expired government-issued ID — a US or foreign passport, a US state driver's license, or a US state, local, or tribal ID
- An image of the document used for the ID number
A beneficial owner is any individual who either directly or indirectly owns 25% or more of the entity, or who exercises substantial control over it. Substantial control means senior officers (CEO, CFO, COO, General Counsel, or anyone in a similar role), individuals with authority to appoint or remove senior officers or a majority of the board, or individuals who direct or have substantial influence over important decisions of the company. One person can be a beneficial owner under both tests at once.
When to file
Two deadlines apply, and both were set by the March 26, 2025 rule and carried forward unchanged into FinCEN's August 2026 final rule:
If reported information later changes — a new beneficial owner, a change in legal name, a new residential address, a new ID document — you have 30 days from the change to file an updated report. The same 30-day window applies if you discover an error in a previously filed report and need to correct it.
How to file
BOI reports are submitted through the FinCEN E-Filing System at boiefiling.fincen.gov. There is no fee. The system accepts two filing paths: an online web form for direct entry, and a PDF upload for filers who prefer to prepare the report offline.
The basic flow:
- Go to boiefiling.fincen.gov and select "File BOIR"
- Choose the report type — Initial Report, Update, Correct, or Newly Exempt Entity
- Enter reporting company information: legal name, any trade names, US registration jurisdiction, foreign formation jurisdiction, US business address, taxpayer identification (EIN or, for entities without one, an alternative ID type)
- Enter company applicant information, if required — the individual who actually filed the state qualification paperwork (only for companies first registered on or after January 1, 2024, and only if that individual is not a US person)
- Enter each non-US beneficial owner — name, DOB, residential address, ID details, upload the ID image
- Certify and submit; download the confirmation receipt and store it with your formation documents
The most common filing trap is the company applicant section. If a corporate filing service or attorney handled your foreign qualification, the applicant is the individual at that service who filed the document — not you and not your company. If that individual is a US person, FinCEN's August 2026 final rule exempts you from reporting them; if not, get their name and ID information before you start the report.
Worked example — Foreign Ltd registers in Delaware
Henrik runs Nordic Goods Ltd, a UK private limited company. In June 2025, Nordic Goods registered as a foreign entity in Delaware to open a US bank account and sell directly to US customers through a Shopify store. Henrik (UK citizen, lives in London) owns 60%. His US-citizen co-founder Maya owns 40%. A Delaware registered agent service filed the foreign qualification.
- Is Nordic Goods a reporting company? Yes — formed under foreign law (UK), registered to do business in a US state (Delaware), no statutory exemption applies.
- Who must be reported as a beneficial owner? Henrik only. He owns more than 25% and is not a US person. Maya is a US person and is excluded under the current rule even though she owns 40%.
- Who is the company applicant? The individual at the registered agent service who actually filed the Delaware qualification paperwork. Because Nordic Goods registered after January 1, 2024, it reports that individual only if he or she is not a US person; a US-person applicant is exempt under the August 2026 final rule.
- What is the deadline? 30 days from the date Delaware certified the registration as effective.
- What if Henrik later sells his shares to another non-US person? Updated BOI report due within 30 days of the ownership change.
If Henrik had been a US citizen and Maya the only foreign beneficial owner, the report would have listed Maya. If both owners had been US persons, the company would still need to file the initial report — but the beneficial owner section would be blank for US persons, and Nordic Goods would only report itself and, if the company applicant is not a US person, the company applicant.
Penalty for non-compliance
Criminal penalty: up to 2 years imprisonment
Criminal fine: up to $10,000
Who is liable: the reporting company, senior officers, and any individual who willfully causes the violation
Safe harbor: a person who corrects an inaccurate report within 90 days after submitting it avoids penalties for the inaccuracy
The civil penalty is indexed for inflation and adjusts each year. The figure above is the inflation-adjusted maximum in effect since January 17, 2025 (31 CFR 1010.821), the most recent adjustment FinCEN has published. The penalty applies per day, per violation — meaning a foreign company that should have filed by April 25, 2025 and still has not filed is accruing daily civil exposure that runs into six figures within a year.
FinCEN explicitly stated it will not enforce penalties against US citizens, US-formed entities, or their beneficial owners. That non-enforcement does not extend to foreign reporting companies.
What changed in 2026
The March 26, 2025 rule was only an interim final rule. On August 11, 2026, FinCEN issued a final rule (published in the Federal Register on August 14, 2026) that permanently eliminates BOI reporting for all US-formed entities and US persons. FinCEN is also deleting previously submitted BOI data for US persons from its database. The Corporate Transparency Act itself remains a properly enacted federal law, and federal appellate courts have upheld its constitutionality; what changed is the scope FinCEN requires reporting on, not the underlying statute.
The outcome is now settled: foreign-formed entities registered to do business in a US state are the only reporting companies, and they report only their non-US-person beneficial owners. US-formed entities and US persons have no further BOI obligation going forward.
If you operate a US-formed entity, you can stop tracking this issue: the exemption is now permanent rather than a hold that could reverse. If you operate a foreign reporting company, your obligation continues (the final rule only removed US-person company applicants from the report): file under the deadlines above.
Common mistakes
- Assuming "foreign-owned" means "foreign reporting company." A Wyoming LLC owned 100% by a Kazakhstan citizen is a US-formed entity. It is exempt from BOI reporting under the current rule. The owner's nationality does not convert the entity.
- Filing a BOI report for a US LLC out of caution. US-formed entities are not just unrequired to file — they are exempt by rule. Filing one anyway clutters the database and creates an obligation to keep it updated. Do not file.
- Listing US persons as beneficial owners on a foreign company's report. The rule explicitly excludes US persons from being reported, even when they own or control a foreign reporting company. Listing them violates the rule and creates correction obligations.
- Confusing the company applicant with the beneficial owner. The applicant is the individual who actually filed the foreign qualification paperwork. If a registered agent service or attorney filed it, the applicant is that person, not the business owner.
- Ignoring the 30-day update window. A change in residential address, a new senior officer, a transfer of ownership, an expired passport replaced with a new one — each of these triggers a 30-day update obligation. A willful failure to file a required update is itself a reporting violation.
Frequently asked questions
No. BOI reporting has been permanently eliminated for US-formed entities and US persons under FinCEN's final rule issued August 11, 2026. Foreign reporting companies (entities formed under foreign law that registered to do business in a US state) must still file. The March 26, 2025 interim final rule first narrowed the scope; the August 2026 final rule made that narrower scope permanent.
No. BOI is not an annual filing. You file an initial report once, then update only when reported information changes. Updates are due within 30 days of the change.
No. A Wyoming LLC is a US-formed entity and is exempt under the current rule, regardless of who owns it. The owner's nationality does not change the entity's status. You may still have separate IRS filing obligations under Form 5472 and a pro-forma 1120, but those are unrelated to BOI.
You have 30 calendar days from the change to file an updated BOI report. The same window applies to changes in beneficial owner names, addresses, or ID documents. The deadline is per change, so multiple changes in a short period can create overlapping windows.
No. BOI reports are not part of any public registry. Access is restricted to federal, state, local, and tribal law enforcement for authorized national security and law enforcement purposes, certain foreign authorities through US channels, and financial institutions performing customer due diligence with the reporting company's consent.
File now. Daily civil penalties accrue for each day the violation continues, so additional delay only increases exposure. The 90-day safe harbor for inaccurate filings does not apply to companies that never filed in the first place. Talk to a qualified tax professional about your specific facts before filing if the delay has been substantial.
No, the rule already changed. FinCEN issued its final rule on August 11, 2026 (Federal Register, August 14, 2026), permanently eliminating BOI reporting for US-formed entities and US persons. Only foreign-formed entities registered to do business in a US state must still report, and only for their non-US-person beneficial owners. The Corporate Transparency Act itself remains valid law; what changed was FinCEN's implementing rule, not the statute.
This article provides general information about US tax topics and is not a substitute for personalized advice from a qualified tax professional. Tax law changes frequently - verify current rules with a tax professional before filing or making decisions based on this content.
