Does Your LLC Still Have to File a BOI Report in 2026?

BOI stands for Beneficial Ownership Information. A BOI report is a filing that tells the federal government who really owns and controls a company. It comes out of the Corporate Transparency Act, a law Congress passed as part of the Anti-Money Laundering Act of 2020, itself part of the National Defense Authorization Act for fiscal year 2021. The goal was to make it harder to hide money laundering and financial crime behind anonymous shell companies.

The agency that runs the program is FinCEN, the Financial Crimes Enforcement Network, a bureau of the Treasury Department. FinCEN wrote the rule that put the law into practice. That rule was published September 30, 2022, and took effect January 1, 2024, when FinCEN opened its online filing system.

A beneficial owneris a specific legal term, not just whoever is listed on the paperwork. Under the rule, a beneficial owner is any individual who either exercises substantial control over the company, or owns or controls at least 25 percent of it. Substantial control covers senior officers and anyone with real authority over the company’s big decisions. A beneficial owner is always a person, never another company.

When the rule took effect on January 1, 2024, it applied broadly. The original rule defined two kinds of reporting company. A domestic reporting company was any corporation, LLC, or similar entity created by filing with a US secretary of state. A foreign reporting companywas an entity formed under another country’s law that registered to do business in a US state. Both had to file unless they fit one of 23 narrow exemptions, such as banks, insurers, publicly traded companies, and large operating companies with more than 20 full-time employees, over $5 million in gross receipts, and a physical US office.

For the typical small business, none of those exemptions applied. A two-person consulting LLC, a rental-property LLC, a family corporation: all of them were reporting companies. That is why the rule swept in millions of owners at once. The same broad sweep is why so many owners scrambled to sort out their internal paperwork at the same time, from drafting an operating agreement to confirming who actually held control on paper.

The original deadlines were tight:

• A company that existed before January 1, 2024 had until January 1, 2025 to file.
• A company created during 2024 had 90 calendar days from formation.
• A company created on or after January 1, 2025 had 30 calendar days from formation.

The penalty figure is what made the rollout feel urgent. The civil penalty for a violation started at $500 per day in the statute, and it is adjusted for inflation each year. By the time the program was in full swing, the inflation-adjusted civil penalty had reached $606 per day, effective January 17, 2025. Willful violations also carried criminal exposure of up to a $10,000 fine and up to two years in prison. Headlines and marketing emails repeated the daily number, and a lot of owners filed simply to make the worry go away.

The rule did not survive its first year unchallenged. A string of court cases and policy moves turned BOI reporting on and off several times before it landed where it is today. The timeline is worth knowing, because it explains why so much conflicting information is still floating around.

In March 2024, a federal district court in Alabama held the Corporate Transparency Act unconstitutional, but only as to the plaintiffs in that case, so most companies still had to file. In December 2024, a federal court in Texas went further and issued a nationwide injunction blocking the rule. Over the following weeks, appeals courts stayed that injunction, reinstated it, and a second Texas court issued its own injunction. In January 2025, the US Supreme Court stepped in and stayed the first Texas injunction. By mid-February 2025, the last injunction was lifted and FinCEN announced that reporting was required again, with most companies given until March 21, 2025.

Then the policy changed instead of the courts. On March 2, 2025, the Treasury Department announced it was suspending enforcement of the rule against US citizens and domestic companies. On March 21, 2025, FinCEN announced an interim final rule, and on March 26, 2025 that rule was published in the Federal Register and took effect immediately.

The interim final rule rewrote the core definition. It changed “reporting company” to mean onlyentities formed under the law of a foreign country that have registered to do business in a US state or tribal jurisdiction. In FinCEN’s own words, every entity created in the United States, including those previously called domestic reporting companies, along with their beneficial owners, is exempt from the requirement to report BOI to FinCEN. The rule also said no US person has to report beneficial ownership information for any company, even a foreign one.

The interim final rule did not abolish BOI reporting. It narrowed it to a single category: foreign reporting companies. Under the current rule, a reporting company is an entity that was formed under the law of a foreign country and has registered to do business in a US state or tribal jurisdiction by filing with a secretary of state or similar office.

The dividing line is where the company was formed, not who owns it. A Delaware LLC owned entirely by foreign investors is still a domestic company and still exempt. A company incorporated in another country that then registers as a foreign entity in, say, Florida is a foreign reporting company and still has to file. Place of formation is the whole test.

Foreign reporting companies that fit one of the existing statutory exemptions, such as banks or large operating companies, remain exempt. Everyone else in that category files. The deadlines are:

• A foreign company that registered in the US before March 26, 2025 had to file by April 25, 2025. That deadline has already passed.
• A foreign company that registers on or after March 26, 2025 has 30 calendar days from the earlier of two events: actual notice that its registration is effective, or the date the secretary of state first gives public notice of the registration.

There is one more wrinkle that surprises people. A foreign reporting company still files, but it does not report any US persons as beneficial owners. It reports company-level information and any beneficial owners who are non-US persons. So a foreign company whose owners happen to all be US citizens still has a company filing obligation, but reports no individual owners. If that describes your situation, confirm the exact obligation with counsel before filing.

Many owners filed a BOI report during 2024 or early 2025, before the rule changed. If that is you, the good news is short: you almost certainly do not need to do anything.

There is no penalty for having filed when you turned out not to need to. Your report sits in FinCEN’s database. For a domestic company, you do not have to withdraw it, and you do not have to file updates or corrections going forward, because a domestic company is no longer a reporting company. The duty to keep a report current applies only to companies still covered by the rule.

FinCEN has discussed cleaning up its database, including deleting information for entities that are no longer reporting companies. That is FinCEN’s task, not yours. You do not need to submit anything to ask for deletion.

The useful follow-up is internal, not federal. Whether your company is an LLC or a corporation, the records that name your owners and officers should match reality. For a corporation that means current corporate bylaws and an up-to-date stock ledger; for a multi-owner venture it means a partnership agreement that reflects who holds what today.

The confusion around BOI reporting created an opening for fraud, and FinCEN saw it coming. On December 18, 2024, FinCEN issued a formal fraud alert, numbered FIN-2024-Alert005, warning businesses about scammers impersonating the agency.

The scams follow a recognizable pattern:

• A letter or email titled something official-sounding, such as “Important Compliance Notice,” asking you to submit your ownership information and pay a filing fee.
• References to fake forms. FinCEN specifically named Form 4022 and Form 5102. Neither form exists.
• A made-up agency name. Scam letters have invoked a “US Business Regulations Dept.,” which is not a real government body.
• Links, URLs, or QR codes that send you to a fake website to enter payment and personal details. The scammers collect the money and never file anything.

FinCEN’s guidance is direct. There is no fee to file a BOI report directly with FinCEN, and FinCEN does not send correspondence asking for payment. FinCEN does not send unsolicited letters or emails requesting Corporate Transparency Act information. If a message about BOI compliance arrives out of nowhere and wants money, treat it as a scam. Do not click the links, do not scan the QR code, and do not reply.

Here is the honest answer, and it is the reason this guide keeps using words like “currently” and “as of 2026.” The March 2025 rule is an interim final rule. It has legal force right now, but it is not yet a final rule.

The public comment period on the rule closed May 27, 2025. FinCEN said it intended to issue a final rule, originally targeting 2025. That did not happen. As of May 2026, FinCEN has not published a final rule, and a December 2025 status report attributed the delay in part to a lapse in appropriations. The interim rule remains the operative regulation, and a final rule is expected at some point but has not been published.

A final rule could keep the domestic exemption as is, or it could change the scope. That uncertainty is not a reason to file now. It is a reason to keep your records in order. Separately, the Corporate Transparency Act itself is on firm legal ground: in December 2025, the Eleventh Circuit Court of Appeals upheld the law as constitutional. The statute is not going away, which means the framework for reinstating broader reporting still exists if policy shifts.

BOI reporting is one of several federal rules that flipped on small employers in the last two years. If you also have staff, it is worth knowing where the noncompete agreements in your employment paperwork stand now that the FTC’s nationwide ban was struck down; our guide to noncompete enforceability by state walks through that shift the same way this one tracks the BOI reversal.