As of October 2026, BOI reporting to FinCEN applies only to companies formed under the law of a foreign country that have registered to do business in a US state or tribal jurisdiction. Companies created in the United States, and US persons who own or control any company, are permanently exempt under a final rule FinCEN issued on August 11, 2026.
That final rule made the March 2025 interim relief permanent. A foreign-formed entity that registers in a state still has 30 calendar days to file, still faces penalties, and may owe a separate state filing, with New York's LLC Transparency Act the main example.
The Corporate Transparency Act of 2021 told FinCEN to collect beneficial ownership information (BOI) about the people who own or control companies. The original rule reached almost every small corporation and LLC. That changed in two steps.
The March 2025 interim final rule. On March 21, 2025, FinCEN announced an interim final rule that "removes the requirement for U.S. companies and U.S. persons to report beneficial ownership information." It was published on March 26, 2025. Foreign entities already registered by that date had to file by April 25, 2025, and later registrants got 30 calendar days from the date their registration took effect.
The August 2026 final rule. On August 11, 2026, FinCEN issued the final rule, which "permanently removes the requirement for U.S. companies and U.S. persons to report beneficial ownership information." According to FinCEN's final rule questions and answers, it took effect on August 14, 2026. The Q&A lists two changes beyond the interim rule:
FinCEN also said it will delete information previously reported by US persons who are now exempt. The Q&A gives no completion date.
For background on the original framework, see our beneficial ownership reporting requirements guide for small businesses.
The final rule Q&A defines reporting companies as "only those entities that are formed under the law of a foreign country and have registered to do business in any U.S. State or Tribal jurisdiction by the filing of a document with a secretary of state or similar office."
Both conditions must be true: the entity was formed outside the United States, and it filed with a state to register to do business there, usually through an application for authority. A Delaware LLC owned entirely by a family in Germany is a US company and is exempt. A German GmbH that registers in California to open a sales office must file unless an exemption applies.
The 23 statutory exemptions still apply. FinCEN's BOI FAQs list categories such as banks, insurance companies, public companies and large operating companies. The large operating company test requires more than 20 full-time employees in the United States, more than $5,000,000 in gross receipts or sales on a US federal return for the prior year, and an operating presence at a physical office in the United States.
On the IRS side, the same groups often owe Form 5472 for foreign-owned US businesses where a US entity is involved, or Form 1120-F for foreign corporations with US effectively connected income.
| Situation | Federal BOI report to FinCEN | New York LLC Transparency Act filing |
|---|---|---|
| US-formed corporation or LLC (any state), any owners | No, exempt | No |
| US-formed LLC with all foreign owners | No, exempt | No |
| Foreign-formed entity, not registered in any US state | No, it is outside the definition | No |
| Foreign-formed entity registered in a US state, no exemption | Yes, within 30 calendar days | Only if it is an LLC authorized in New York |
| Foreign-formed entity that meets one of the 23 exemptions | No | Foreign LLCs in New York file an attestation of exemption |
| Foreign reporting company whose only owners and controllers are US persons | Company information only; no US person BOI | Confirm with the Department of State |
| US citizen who owns 30% of a foreign reporting company | Not reported, and owes the company no BOI | Confirm with the Department of State |
| US person who holds a FinCEN ID | No updates or corrections required | Not applicable |
The New York statute covers only LLCs, so a foreign corporation registered in New York files federally and has no LLC Transparency Act filing.
The final rule Q&A lists the company information a reporting company files:
For each beneficial owner who is not a US person, the report includes the full legal name, date of birth, residential address, an identifying number from an acceptable document such as a passport, and an image of that document, according to FinCEN's BOI FAQs. Foreign owners who need a personal US tax ID file Form W-7 for an ITIN, which is separate from BOI.
A beneficial owner is an individual who, directly or indirectly, either exercises substantial control over the reporting company or owns or controls at least 25% of its ownership interests. You look through holding companies to the individuals behind them. Substantial control covers senior officers and anyone who can appoint or remove officers or directors.
The Q&A states that "reporting companies are not required to report the BOI of any U.S. persons who are beneficial owners or company applicants."
Only companies registered on or after January 1, 2024 report company applicants, and there are at most two: the person who directly files the registration document and, if more than one person is involved, the person primarily responsible for directing the filing. A US person in either role is no longer reported.
The final rule did not change the timelines set in March 2025.
| Event | Deadline |
|---|---|
| Foreign entity registered before March 26, 2025 | Initial report was due April 25, 2025 |
| Foreign entity registered on or after March 26, 2025 | 30 calendar days after the earlier of actual notice that registration is effective or the state's public notice of it |
| Change to previously reported information | Updated report within 30 days of the change |
| Inaccuracy discovered in a filed report | Corrected report within 30 days of becoming aware of it |
FinCEN's BOI FAQs add a safe harbor: correcting an inaccurate report within 90 days of the original deadline may avoid a penalty. There is no fee to file. A small business tax compliance calendar keeps the 30-day update window next to state and payroll dates.
The statute sets a civil penalty for willful violations of up to $500 for each day the violation continues, adjusted for inflation. FinCEN's January 2025 inflation adjustment set the figure at $606 per day for penalties assessed on or after January 17, 2025. There is no 2026 increase: the Office of Management and Budget cancelled 2026 penalty inflation adjustments government-wide in memo M-26-11, and the current FinCEN penalty table still shows $606. Willful violations can also bring criminal penalties of up to two years in prison and a fine of up to $10,000, per FinCEN's FAQs.
Because US companies and US persons are now exempt, these penalties no longer reach them. Foreign reporting companies remain fully exposed.
The New York Department of State's beneficial owner disclosure page says the requirement is effective January 1, 2026, and applies to non-exempt limited liability companies formed under the law of a foreign country that are authorized to do business in New York. Covered LLCs file initial and annual statements, and the filing fee is $25.
New York's definitions in section 1106 point to the federal statute "and any regulations promulgated thereunder," so its scope narrowed with FinCEN's. Under section 1107 of the LLC Law:
Section 1108 sets the consequences. An LLC more than thirty days late is shown as past due on Department of State records, and after two years it is shown as delinquent. Clearing either status takes a $250 payment plus the overdue filing, and the attorney general may seek fines of up to $500 for each day the company is past due.
This example is illustrative. Harbor Line LLC is formed in the Cayman Islands. It files an application for authority with the New York Department of State on November 2, 2026, and receives notice the same day that the filing is effective. The state posts public notice on November 5, 2026. No exemption applies.
| Person | Nationality | Interest | Role | Federal BOI report |
|---|---|---|---|---|
| Owner A | Indian citizen | 40% direct | Member | Yes, owns at least 25% |
| Owner B | US citizen | 35% direct | Member | No, US person |
| Owner C | Singapore citizen | 25% indirect, via a Singapore holding company C owns 100% | None | Yes, 25% x 100% = 25% |
| Officer D | UK citizen | 0% | Chief executive | Yes, substantial control |
| Paralegal at a New York law firm | US citizen | 0% | Filed the application | No, US company applicant |
Interests total 40% + 35% + 25% = 100%.
Federal deadline. The earlier notice date is November 2, 2026. Thirty calendar days later is December 2, 2026. Harbor Line reports its company information plus BOI for A, C and D. B and the paralegal are left off.
New York deadline. The application for authority was filed November 2, 2026, so the New York disclosure is due within thirty days, also December 2, 2026, with the $25 fee.
Cost of a late filing. Suppose Harbor Line files both reports on December 17, 2026, 15 days late. If the delay were found willful, the maximum federal civil penalty would be 15 x $606 = $9,090. In New York, a 15-day delay does not yet trigger past-due status, which begins after thirty days. Treat these figures as ceilings.
Ongoing. If Officer D is replaced in March 2027, Harbor Line has 30 days to file an updated federal report, and the change belongs in its next New York annual statement.
For domestic clients, note in the file that the entity is US-formed and exempt. For foreign-formed clients, add two questions to your CPA firm client onboarding checklist: where was the entity formed, and in which states has it filed for authority to do business.
Our guide to anti-money laundering compliance for accounting professionals covers client due diligence. Clients with foreign accounts may also owe FinCEN Form 114 for FBAR, a separate FinCEN filing the BOI changes did not touch.
For a foreign group choosing a US structure, a US subsidiary is exempt from BOI and a registered foreign branch is not. The business entity selection guide and the overview of Form 8832 and entity classification elections cover the tax side of that choice, and foreign payees should still give US payers a Form W-8BEN-E.
Do US companies have to file a BOI report in 2026? No. FinCEN's final rule, effective August 14, 2026, permanently exempts companies created in the United States and US persons.
Is BOI reporting still required for foreign companies? Yes, if the company was formed under foreign law and registered to do business in a US state or tribal jurisdiction by filing with a secretary of state or similar office. One of the 23 exemptions may still apply.
What is the BOI reporting deadline for a newly registered foreign company? The initial report is due 30 calendar days after the earlier of actual notice that the registration is effective or the state's public notice. Updates and corrections are due within 30 days of the change or of discovering the error.
What are the BOI reporting penalties? Civil penalties for willful violations are up to $606 per day under FinCEN's January 2025 inflation adjustment, which remains current because 2026 adjustments were cancelled. Willful violations can lead to up to two years in prison and a $10,000 fine. US companies and US persons are exempt, so the penalties apply only to foreign reporting companies.
Does New York's LLC Transparency Act apply to my New York LLC? No. Since January 1, 2026, the law covers only LLCs formed under the law of a foreign country that are authorized to do business in New York.
Will FinCEN delete BOI that my US company already filed? FinCEN has said it will delete information it reasonably believes was provided by US persons who are now exempt. It has not published a completion date, so keep your own copy of anything you filed.
Madras Accountancy supports US businesses and CPA firms with bookkeeping, tax preparation, CFO and advisory work, and compliance support, including the entity records that make questions like BOI status quick to answer. To review your foreign-registered entities or client list, contact our team.
This article is general information and not legal advice. Confirm your filing position against current FinCEN and state guidance before relying on it.
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