These are the filing rules for a foreign-formed entity registered in a U.S. state or tribal area. State-created companies do not file; see the overview.
What the law requires
| Requirement | What it means in plain words | Section |
|---|---|---|
| Initial report, registered before 26 Mar 2025 | Was due by 25 Apr 2025; that date has passed | 31 CFR 1010.380(a)(1)(ii) |
| Initial report, registered on or after 26 Mar 2025 | Due within 30 calendar days of the earlier of actual notice or the state's first public notice of registration | (a)(1)(i) |
| Updated report | Within 30 days of a change in company or owner information, or of an exemption starting or ending | (a)(1)(iii), (a)(2) |
| Corrected report | Within 30 days of learning an earlier report was wrong; see the safe harbor below | (a)(3); 31 U.S.C. 5336(h)(3)(C) |
| Report content | Company name, U.S. address, country of formation and tax ID; for each non-U.S. beneficial owner, name, birth date, address, ID number and ID image | (b)(1) |
| Beneficial owner | Anyone with substantial control, such as a senior officer, or who owns or controls 25 percent or more | (d) |
Key numbers and dates
| Item | Amount or date | Year in force | Source label |
|---|---|---|---|
| New foreign registrant deadline | 30 calendar days | 2026 | 31 CFR 1010.380(a) |
| Civil penalty, willful violation | $606 a day (statute: $500) | On or after 17 Jan 2025; no 2026 table found | 31 CFR 1010.821 |
| Criminal penalty | Fine up to $10,000, up to 2 years, or both | Statute | 31 U.S.C. 5336(h) |
- Original reporting rule takes effect
- Interim rule exempts domestic entities
- Eleventh Circuit upholds the CTA
- Final rule takes effect
- Supreme Court denies review in two CTA cases
Source: Federal Register, eCFR, federal courts
Recent and pending changes
- 23 Jan 2025: the Supreme Court stayed a nationwide order, issued 3 Dec 2024 in Texas, that had blocked the law.
- 26 Mar 2025: an interim final rule removed domestic entities from the reporting company definition.
- 16 Dec 2025: the Eleventh Circuit held the CTA, on its face, a valid use of Congress's Commerce Clause power, reversing a 1 Mar 2024 Alabama order that protected only the named plaintiffs.
- 14 Aug 2026: the final rule (91 FR 52508) made the interim rule permanent. FinCEN says it plans to delete information about people it reasonably believes are U.S. persons.
- 5 Oct 2026: the Supreme Court denied review in two CTA cases, including the Eleventh Circuit case. A denial does not decide the merits.
Penalties and enforcement
FinCEN administers the rule. The statute makes it unlawful to willfully give false BOI or willfully fail to report complete or updated BOI. The statute defines "willfully" as a voluntary, intentional violation of a known legal duty, and FinCEN says enforcement will not rest on inadvertent mistakes or lack of awareness.
| Tier | What triggers it | Maximum |
|---|---|---|
| Safe harbor | Corrected report within 90 days of the original filing (not if the filer meant to evade and knew it was wrong) | No penalty under the statute |
| Civil | Willful reporting violation | $606 a day |
| Criminal | Willful violation | Fine up to $10,000, up to 2 years, or both |
Next, the checklist and FAQs. Related: BOI reporting status, the Illinois state guide and the Bank Secrecy Act guide.
Official sources
- eCFR: 31 CFR 1010.380 (reports of beneficial ownership information)
- eCFR: 31 CFR 1010.821 (penalty adjustment table)
- Federal Register: Beneficial Ownership Information Reporting Requirement Revision (final rule, 14 Aug 2026)
- Supreme Court docket 25-1201, National Small Business United v. Bessent
- Congress.gov: H.R. 425, Repealing Big Brother Overreach Act
This page is a plain-language summary. The official source controls if there is any difference.