This page turns the rules into a short routine. See the overview and the rules and numbers.
The Charter-and-Passport Screen
Run these steps for each company, and again after a registration or ownership change.
- Find the charter. Note whether a state or tribal filing, or the law of another country, created the company.
- Domestic company. A company created by a state filing is exempt as a domestic entity under the rule made permanent on 14 August 2026.
- Foreign-formed company. Check whether it is registered to do business in a U.S. state or tribal area; the reporting definition reaches it only then.
- Check the exemptions. Read the 24 categories in 31 CFR 1010.380(c)(2), including the large-operating-company test.
- Count the passports. Identify each beneficial owner: anyone with substantial control or at least 25 percent ownership. Only non-U.S. persons are reported.
- Set the clock. A new registrant files within 30 days of notice of registration; changes need an update within 30 days.
- Fix errors fast. Correct a wrong report within 30 days of learning of it; a correction within 90 days of the original filing falls in the safe harbor.
Common mistakes
- Assuming the 2024 and 2025 deadlines still apply to U.S. companies. FinCEN's alert says to disregard guidance saying U.S. companies must report.
- Treating a foreign-formed company registered in Illinois as exempt because its owners are U.S. persons. It still files; only U.S.-person owner details are exempt.
- Missing the 30-day clock for a new registration or an owner change.
- Falling for fee requests or penalty notices by email or phone. FinCEN says filing is free and it does not send initial penalty notices that way.
- Confusing a state law with the federal rule. New York's separate LLC Transparency Act reaches only LLCs formed under foreign-country law and authorized in New York, per the state's December 2025 FAQ.
When to talk to an attorney
A CPA cannot answer legal questions like these. Talk to an attorney when:
- A foreign-formed company is registering in Illinois and it is unclear whether an exemption applies, who is a beneficial owner, or who is a "U.S. person".
- The company received a FinCEN notice, or someone suspects an earlier report contained false information.
- A bank or lender asks for ownership certifications that conflict with the owners' view of the structure.
Frequently asked questions
Does my Illinois LLC or corporation have to file a BOI report in 2026?
No. Under the interim rule of 26 March 2025, made permanent on 14 August 2026, an entity created by a filing with a state or tribal secretary of state is exempt, even if some owners are not U.S. persons.
Is the Corporate Transparency Act still law?
Yes. Congress has not repealed 31 U.S.C. 5336, and on 16 December 2025 the Eleventh Circuit held it, on its face, a valid use of Commerce Clause power. The Supreme Court declined to review that ruling on 5 October 2026. The domestic exemption comes from a FinCEN rule, not a court order.
My family's Indian company registered to do business in Illinois. Does it file?
A company formed under foreign law and registered with a state is a reporting company unless one of the 24 exemptions applies, and it reports non-U.S. owners only. If all its owners are U.S. persons, FinCEN's rule text says it still files the company details, without owner details. See Indian business ownership forms.
What happens to ownership information already filed?
FinCEN says it plans to delete information about people it reasonably believes are U.S. persons, such as data tied to a U.S. passport or driver's license.
A CPA can help with the payroll, tax and accounting side and works alongside the company's attorney. For other FinCEN rules, see the Bank Secrecy Act guide.
Official sources
- FinCEN: Beneficial Ownership Information Reporting
- FinCEN: Final Rule Questions and Answers
- eCFR: 31 CFR 1010.380
- Federal Register: Beneficial Ownership Information Reporting Requirement Revision (final rule, 14 Aug 2026)
- New York Department of State: Beneficial ownership disclosure FAQs
This page is a plain-language summary. The official source controls if there is any difference.