By GreenGrowth CPAs Tax Team · Updated October 2026 · Tax
If you are researching BOI filing for LLC owners, here is the short version: an LLC formed in the United States does not have to file a beneficial ownership information (BOI) report with FinCEN. A final rule effective August 14, 2026 made that exemption permanent.
BOI reporting has not disappeared, though. Foreign companies registered to do business in a US state still must file, and New York has its own disclosure rule for foreign-formed LLCs with a December 31, 2026 deadline. Fake BOI notices are also still circulating. Here is who files, the deadlines, the penalties, and how to spot a scam.
QUICK ANSWER
US-formed LLCs and corporations do not have to file BOI reports. FinCEN's March 2025 interim final rule exempted all companies created in the United States, and a final rule effective August 14, 2026 made that permanent. Only foreign reporting companies, meaning entities formed abroad and registered to do business in a US state, must still file, and they report only their non-US owners. Filing directly with FinCEN is free.
BOI Filing for LLCs: At a Glance
- US-formed LLC: No BOI report required as of 2026, regardless of who owns it.
- Who still files: Entities formed under foreign law that registered to do business in a US state or tribal jurisdiction.
- Deadline for foreign companies: 30 calendar days after their US registration takes effect or becomes public.
- US owners: Never reported, even when they own part of a foreign reporting company.
- Scams: FinCEN charges no fee to file. Treat any letter demanding payment for BOI compliance as suspect.
What Is BOI Filing?
A BOI report tells FinCEN, the Treasury bureau that fights financial crime, who owns and controls a company. It covers the company itself and each beneficial owner. A beneficial owner is anyone who exercises substantial control over the company or owns or controls at least 25% of its ownership interests.
Under FinCEN's original 2024 rules, most small US corporations and LLCs had to file. That is why so many owners still have BOI on their to-do list. For US-formed entities, it can come off.
Who Must File?
As of October 2026, only a foreign reporting company must file. That means a corporation, LLC, or similar entity that meets two tests. First, it was formed under the law of a foreign country. Second, it registered to do business in a US state or tribal jurisdiction by filing with a secretary of state or similar office.
What About a US LLC With Foreign Owners?
A US-formed LLC is exempt even if a nonresident owns all of it. The test looks at where the entity was created, not where its owners live. Foreign owners of US entities still face other obligations, such as income tax filings and, for US persons with foreign accounts, FBAR reporting.
Who Gets Reported
A foreign reporting company lists only beneficial owners who are not US persons. US citizens and US tax residents are left off the report, and they do not have to give their information to the company. US person company applicants are also excluded.
Corporate Transparency Act
Congress passed the Corporate Transparency Act in January 2021 as part of a broader anti-money-laundering law. It aimed to stop criminals from hiding behind anonymous shell companies. FinCEN wrote the rules that put it into effect, and filing for most US companies began on January 1, 2024.
The scope then narrowed sharply. In March 2025, FinCEN issued an interim final rule exempting all US-created entities and US persons. On August 11, 2026, FinCEN issued a final rule that kept those exemptions, effective August 14, 2026. FinCEN also said it will delete BOI previously reported by US persons from its database.
▶ BOI Reporting Status by Entity Type (October 2026)
| Entity | Must file with FinCEN? | Who gets reported |
|---|---|---|
| LLC formed in any US state | No | Nobody |
| Corporation formed in a US state | No | Nobody |
| US LLC owned by nonresidents | No | Nobody |
| Foreign entity registered in a US state | Yes, unless an exemption applies | Non-US beneficial owners only |
| Foreign entity not registered in any state | No | Not applicable |
BOI Filing Deadlines
These deadlines apply only to foreign reporting companies:
- Registered before March 26, 2025: the initial report was due April 25, 2025. A company that missed it should file now.
- Registered on or after March 26, 2025: file within 30 calendar days of receiving notice that the registration is effective, or of the state making it public, whichever comes first.
- Changes and corrections: file an updated or corrected report within 30 days of the change or of discovering the error.
Do Not Miss New York's Separate Deadline
New York's LLC Transparency Act, as amended, applies to LLCs formed outside the United States that are authorized to do business in New York. Those authorized before January 1, 2026 must file a beneficial ownership disclosure or an attestation of exemption with the New York Department of State by December 31, 2026. Newly authorized ones have 30 days.
Not sure whether your entity counts as a foreign reporting company? We can confirm it quickly.
Ask Us →Information Required
For the company, the report lists its legal name and any trade names, its principal business address, its jurisdiction of formation or registration, and a tax identification number. For each non-US beneficial owner, it lists a full name, date of birth, residential address, and an identifying number from an acceptable ID document, plus an image of that document.
FinCEN Filing Process
Foreign reporting companies file online through FinCEN's BOI E-Filing site at boiefiling.fincen.gov. FinCEN charges nothing to file there. Keep a copy of the submission confirmation with your company records.
Exemptions
The biggest exemption is now the domestic one: every entity created in the United States is out. For foreign entities, the statute's standing exemptions still apply. These include publicly traded companies, banks, registered investment advisers, and other regulated entities.
The large operating company exemption is common too. It covers companies with more than 20 full-time employees in the US, over $5 million in US gross receipts or sales on the prior year's federal return, and a physical office in the US.
Penalties
The CTA punishes willful violations, such as failing to file, filing false information, or failing to update a report. Civil penalties run $500 per day, adjusted for inflation; FinCEN's published figure is $591 per day. Criminal penalties reach a $10,000 fine and two years in prison.
Those penalties now reach only foreign reporting companies and the people who control them. A US-formed LLC that never filed has no exposure under the CTA.
Current Legal Status
BOI reporting is active in 2026, but only for foreign reporting companies. No court order blocks it. Federal courts briefly paused the rule in late 2024 and early 2025, and those orders were later stayed. FinCEN then narrowed the rule itself, first by interim rule and now by final rule.
Litigation over the statute's constitutionality has continued, and Congress has considered bills to limit it to foreign-owned entities. As of October 2026, neither changes the answer for US companies: they do not file. Check FinCEN's site before acting, since rules can change.
Watch Out for BOI Scams
FinCEN has warned about fraudulent letters and emails referencing fake forms such as a "Form 4022" or "Form 5102," or a made-up "US Business Regulations Dept." These messages often demand a fee, a QR code scan, or a click on a link. Filing directly with FinCEN costs nothing, so treat any payment demand as a red flag. Our guide to common tax scams covers more warning signs.
💬 The Conversation Worth Having
Many owners filed BOI reports in 2024 and now ask whether to update them. For a US-formed company, no update is needed. Spend that time on what still applies: state annual reports, LLC income tax filings, and a check on whether any related foreign entity registered in a US state. For a fuller look at LLC obligations, see our guide to LLC taxes.
KEY TAKEAWAYS
- ›US-formed LLCs and corporations do not file BOI reports. FinCEN's final rule made that permanent on August 14, 2026.
- ›Only foreign entities registered to do business in a US state must file, and they report non-US owners only.
- ›New foreign reporting companies have 30 calendar days after registration to file. Filing with FinCEN is free.
- ›New York requires certain foreign-formed LLCs to file a state disclosure by December 31, 2026.
Frequently Asked Questions
Who files
As of October 2026, only foreign reporting companies must file. A foreign reporting company is a corporation, LLC, or similar entity formed under the law of another country that has registered to do business in a US state or tribal jurisdiction. Companies created in the United States, including every US-formed LLC, are exempt under FinCEN's final rule effective August 14, 2026. Foreign reporting companies list only their non-US beneficial owners. US persons do not have to be reported and do not have to provide their information.
For a foreign reporting company that registered to do business in the US on or after March 26, 2025, the deadline is 30 calendar days after it receives notice that its registration is effective or the state first makes the registration public, whichever comes first. Foreign companies registered before that date had to file by April 25, 2025. Updates and corrections are due within 30 days of the change or of discovering the error. US-formed companies have no BOI deadline.
The law and its exceptions
The Corporate Transparency Act is a federal anti-money-laundering law enacted in January 2021. It directed FinCEN, a bureau of the Treasury Department, to collect beneficial ownership information about who owns and controls certain companies. FinCEN's original rules required most US corporations and LLCs to file starting in 2024. A March 2025 interim final rule exempted US companies and US persons, and FinCEN finalized that change in August 2026. The statute remains on the books, but FinCEN now applies it only to foreign reporting companies.
Willful violations can bring civil penalties of $500 per day, adjusted each year for inflation; FinCEN's published figure is $591 per day. Criminal penalties reach a $10,000 fine and up to two years in prison. Willful violations include failing to file, filing false information, and failing to update a report. Today these penalties matter only for foreign reporting companies. A US-formed LLC cannot be penalized for skipping a report it no longer has to file.
Yes. The largest exemption now covers every entity created in the United States, which removes nearly all LLCs and corporations from BOI filing. The statute also lists categories that were already exempt, such as publicly traded companies, banks, registered investment advisers, and large operating companies with more than 20 full-time US employees, over $5 million in US gross receipts, and a physical US office. Foreign reporting companies can rely on those categories too. Even when they must file, they leave out US person beneficial owners.
Where things stand
BOI filing is active in 2026, but only for foreign reporting companies. No court order currently blocks it. The confusion comes from late 2024 and early 2025, when federal courts briefly paused the rule before those orders were stayed. FinCEN then issued its March 2025 interim final rule and, in August 2026, a final rule that permanently exempts US companies and US persons. If your LLC was formed in the United States, you do not need to file.
Where to Go From Here
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General information as of October 2026, not legal advice. Confirm current requirements at fincen.gov before acting.
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