If you own a small business, you may have heard that you must file a beneficial ownership information (BOI) report with the Financial Crimes Enforcement Network (FinCEN), or that you no longer must. The rules changed several times. As of October 22, 2026, FinCEN says U.S. companies are exempt from BOI reporting. This page explains the current status, what still applies and what to keep doing.
Background
The Corporate Transparency Act (CTA) required many companies to tell FinCEN who owns or controls them. When reporting began in 2024, most small U.S. corporations and LLCs were covered. Litigation and enforcement pauses followed. In March 2025, FinCEN announced an interim final rule that limited reporting to foreign entities and exempted domestic companies. The August 2026 rule finalizes that approach.
| Date | Event |
|---|---|
| March 1, 2024 | A federal court in National Small Business United v. Yellen ruled against the CTA, with an order covering only the named plaintiffs |
| March 21, 2025 | FinCEN announced the interim final rule, published March 26, 2025 |
| August 11, 2026 | FinCEN issued the final rule |
| August 14, 2026 | FinCEN says the final rule became effective |
Who still has to report
Under the final rule, a reporting company is limited to foreign entities registered to do business in the United States that are not otherwise exempt. If that describes a company you own or advise, talk to an attorney. FinCEN's August 2026 alert does not restate filing deadlines. The March 2025 alert gave newly registered foreign entities 30 calendar days after notice that their registration is effective, but FinCEN's FAQ page tells readers to disregard outdated guidance, so confirm current deadlines with FinCEN.
What U.S. business owners should do now
- Do not file a new BOI report for a company formed under U.S. state law. The reporting duty does not apply.
- Keep your earlier records. If you filed before, keep the confirmation. You do not need to update it.
- Be careful with solicitations. FinCEN says it does not send first notices about CTA penalties by email or phone. A U.S. company has no BOI report to file, so offers to file one for a fee are not needed.
- Keep ownership records current for other reasons. Banks and lenders typically ask who owns and controls a business. The IRS keeps a responsible party on file for each EIN, and changes must be reported within 60 days on Form 8822-B. Tax returns, Schedules K-1 and state annual reports also identify owners or managers.
- Check your state. The federal change does not affect any ownership-disclosure rules in the state where you formed your entity.
Foreign-owned and Indian-American businesses
A company formed under U.S. state law is a U.S. company under the rule, even if its owners live abroad, so it is exempt from FinCEN BOI reporting. A company formed under foreign law that registers to do business in Illinois or another state may be a reporting company. Foreign-owned U.S. companies can also have separate IRS filings, such as Form 5472. See Indian business ownership forms and Form 5472 penalties.
Common mistakes
- Paying a third party to file a report that is not required
- Assuming a foreign company is exempt without checking its U.S. registrations
- Treating the end of BOI reporting as the end of all ownership paperwork
- Forgetting to update the IRS responsible party after an ownership change
How we can help
We do not give legal advice, and whether a particular entity is a reporting company is a legal question for an attorney. We can help with the tax side: choosing and setting up an entity, keeping ownership and basis records, updating IRS responsible-party information and preparing foreign-ownership filings. See business formation and entity selection, LLC tax classification and LLC, S corporation or C corporation.
Frequently asked questions
Do I still need to file a BOI report in 2026?
Not if your company was formed under U.S. state law. FinCEN says U.S. companies are exempt under the final rule.
I already filed. Do I need to update my report?
FinCEN says U.S. persons with a FinCEN ID are not required to update or correct previously submitted information.
Are there penalties for not filing?
U.S. companies have nothing to file, so there is nothing to be late on. In March 2025 FinCEN also said it would not enforce BOI penalties against U.S. citizens, domestic reporting companies or their beneficial owners.
Is BOI the same as the IRS responsible party?
No. BOI reports went to FinCEN. The responsible party is the person who controls the entity on its IRS EIN application, and changes go to the IRS on Form 8822-B.
Could the rules change again?
Yes. This page reflects FinCEN's website on October 22, 2026. Rules can change through new regulations, legislation or court decisions, so check FinCEN for the latest status.
Official sources
- FinCEN: Beneficial ownership information
- FinCEN: BOI frequently asked questions
- IRS: Instructions for Form SS-4
This page is a plain-language summary. The official source controls if there is any difference.
General information only, not tax, legal or accounting advice for your situation. Rules, limits and deadlines change; confirm the current rules with the official source or a qualified professional before you act. Reading this page does not create a professional relationship with CPA Tax Payroll and Accounting Corp.