Beneficial Ownership Information (BOI) Reporting: Who Still Has to File

The Corporate Transparency Act originally required most U.S. LLCs and corporations ("domestic reporting companies") to file a BOI report with FinCEN starting January 1, 2024, with civil penalties for missing the deadline. Litigation followed almost immediately, and by early 2025 the requirement was tied up in conflicting court rulings and a shifting government enforcement position.

On March 2, 2025, the Treasury Department announced it would not enforce BOI reporting against domestic companies or U.S. citizens. FinCEN followed with an interim final rule on March 21, 2025 (published March 26, 2025) that narrowed the legal definition of "reporting company" to cover only foreign entities registered to do business in the U.S. — effectively exempting every U.S.-formed company from that point forward.

That interim exemption became permanent on August 11, 2026, when FinCEN issued a final rule making the domestic exemption final rather than a temporary non-enforcement policy, effective August 14, 2026. If a page you're reading describes a January 2025 deadline or a $591-a-day penalty for domestic companies, it's describing a version of the rule that no longer applies.

Only foreign reporting companies — entities formed under a foreign country's law that have registered to do business in any U.S. state or tribal jurisdiction by filing with a secretary of state or similar office — are still required to report BOI to FinCEN. They only need to report beneficial owners who are not U.S. persons; U.S. persons don't need to be reported or to provide their information, even for a foreign reporting company they own or control.

Deadlines for foreign reporting companies: those already registered to do business in the U.S. before March 26, 2025 were required to file by April 25, 2025. Those that registered on or after March 26, 2025 have 30 calendar days to file an initial report after their registration becomes effective.

Every other filing on this site — annual reports, articles of organization, certificates of good standing — goes to a state's Secretary of State or equivalent agency. A BOI report is different: it's filed directly with FinCEN, a bureau of the U.S. Treasury Department, through the federal BOI E-Filing System. Your state's business entity search and this federal filing are separate systems entirely; being current with one says nothing about the other.

If you filed a BOI report as a U.S. person before the exemption took effect, you don't need to do anything further — FinCEN has stated it is removing previously submitted U.S.-person information from its database now that the exemption is final. If you're a U.S. company that never filed, there's nothing outstanding to catch up on; the requirement no longer applies to you.

FinCEN has repeatedly warned about fraudulent correspondence exploiting confusion around this requirement — fake forms referencing a "Form 4022" or "Form 5102" (FinCEN doesn't use either), letters demanding payment to file (there is no fee to file directly with FinCEN), and messages asking you to click a link or scan a QR code to "resolve" a BOI issue. Legitimate FinCEN correspondence never requests payment by phone, mail, or a linked website.

Do I still need to file a BOI report for my LLC or corporation?

No, if your company was formed in the United States. A final FinCEN rule effective August 14, 2026 permanently exempts U.S. companies and their beneficial owners from BOI reporting under the Corporate Transparency Act.

I already filed a BOI report before the exemption — do I need to withdraw or correct it?

No action is needed. FinCEN has stated it is deleting previously submitted beneficial ownership information for U.S. persons from its database now that the exemption is permanent.

Does the exemption apply to foreign companies registered to do business in the U.S.?

No — foreign reporting companies (entities formed outside the U.S. that registered to do business in a U.S. state or tribal jurisdiction) still must file BOI reports, though only for beneficial owners who aren't U.S. persons.

Is there a fee to file a BOI report, or should I be suspicious of mail or email about it?

There's no fee to file directly with FinCEN. Be cautious of any correspondence demanding payment, referencing forms like "4022" or "5102," or asking you to click a link — FinCEN has issued fraud warnings about exactly this kind of scam.