Corporate Transparency Act (CTA) Guide for Small Businesses
Plain-English guide to the Corporate Transparency Act: who still files beneficial ownership reports with FinCEN in 2026, with slides and a coverage table.
Last reviewed October 29, 2026 · General information, not legal advice
General information only, not legal advice. CPA Tax Payroll and Accounting Corp is a CPA firm, not a law firm. Laws change: confirm with the official source or a licensed attorney before you act. Read the full notice.
The Corporate Transparency Act (CTA) is a 2021 federal law that asks some companies to tell the Financial Crimes Enforcement Network (FinCEN), a Treasury bureau, who owns or controls them. The filing is a beneficial ownership information (BOI) report. Under a March 2025 interim rule, made permanent by a final rule effective 14 August 2026, companies created by a state filing, including every Illinois LLC and corporation, do not file one. This guide is for owners, freelancers, professionals and nonprofit leaders who saw the older headlines.
Slide show: The CTA in seven slides
What the law does
The Corporate Transparency Act (31 U.S.C. 5336) asks companies to tell FinCEN who really owns them.
Who files today
U.S. companies, including every Illinois LLC and corporation, do not file BOI reports. That began in March 2025 and became permanent on 14 August 2026.
The rule that remains
Only foreign-formed entities registered to do business in a U.S. state may still report, and only for non-U.S. owners.
The key number
A beneficial owner has substantial control, or owns or controls at least 25 percent of the company.
The deadline
A new foreign registrant files within 30 days. The date for existing registrants, 25 April 2025, has passed.
The penalty
Willful violations: a civil penalty of up to $606 a day (2025 figure), plus criminal penalties of up to $10,000, 2 years in prison, or both.
A tip
Articles from 2024 or early 2025 telling U.S. companies to file are out of date. Check the date on FinCEN's BOI page.
Who is covered
Entity
Files a BOI report now?
Basis
Illinois LLC, corporation or limited partnership created by a state filing, even with non-U.S. owners
No
Exempt as a domestic entity: 31 CFR 1010.380(c)
Company formed under foreign law and registered to do business in a U.S. state
Yes, unless exempt
1010.380(c)(1)(ii)
U.S.-person owners and applicants of that foreign company
Their details are not reported
1010.380(b)(5)
Foreign-formed company with only U.S.-person owners
Yes, but the report leaves out owner details
Final rule preamble; FinCEN Q&A
Banks, credit unions, SEC issuers, insurers, tax-exempt entities and others among 24 exemptions
No
1010.380(c)(2)
Large operating company: over 20 full-time U.S. employees, a U.S. office and over $5,000,000 in prior-year U.S.-source gross receipts
No
1010.380(c)(2)(xxi)
FinCEN's own estimate is about 28,000 non-exempt foreign reporting companies. Our Bank Secrecy Act guide covers other FinCEN rules that reach small businesses.
How it touches your taxes and payroll
The BOI report goes to FinCEN, not to the IRS, and it is not part of a tax return. It asks for the company's EIN or, if none, a foreign tax ID. The large-operating-company exemption relies on gross receipts from the prior-year federal return and the Affordable Care Act definition of a full-time employee. Banks still collect owner information when a business opens an account. See entity selection, BOI reporting status and business formation.
