BOI Reporting: What It Is and Who Still Has to File

BOI reporting is the federal requirement for a company to tell FinCEN who owns and controls it. Under FinCEN’s final rule, which took effect August 14, 2026, US companies are permanently exempt. If your LLC or corporation was formed in the United States, you don’t file. Only companies formed abroad and registered to do business in a US state still report.

FinCEN is the Financial Crimes Enforcement Network, a bureau of the US Treasury. “BOI” stands for beneficial ownership information. It means identifying details about the people behind a company: name, date of birth, address and an identity document. The rule came from the Corporate Transparency Act, a federal anti-money-laundering law aimed at anonymous shell companies.

Is BOI reporting still required?

Not for US companies. On August 11, 2026, FinCEN issued a final rule that permanently removes the requirement for US companies and US persons to report beneficial ownership information. The rule took effect on August 14, 2026.

The rule changed several times, which explains why so much outdated guidance is still around:

• 2024: Reporting began. Most LLCs and corporations in the US were expected to file.
• March 2025: FinCEN issued an interim rule. It exempted every entity created in the US and narrowed reporting to companies formed under foreign law that register to do business in a US state.
• August 2026: The final rule made those exemptions permanent and added more relief for US persons.

If you read anything saying US companies must file, or quoting a 2024 or early-2025 deadline, it no longer applies. FinCEN now tells readers to ignore any of its own older guidance that says otherwise. Its beneficial ownership information page has the current status.

Do you need to file a BOI report for your LLC?

If your LLC was formed in any US state, no. The same goes for corporations, including S-corps, and for single-member LLCs. Under the current rule, a “reporting company” is only an entity formed under the law of a foreign country that has registered to do business in a US state or tribal jurisdiction by filing with a secretary of state or similar office.

Where the company was formed is what matters. Where the owners live and where the business operates don’t. Find your situation below:

“US person” comes from US tax law and generally means US citizens and residents. If someone’s status is unclear, for example a recent visa holder, have a qualified tax or legal professional confirm it.

Who is exempt from BOI reporting?

There are two layers of exemption, and most readers only need the first.

Every company formed in the US

All entities created in the United States are exempt, along with their beneficial owners. That covers every Delaware LLC and corporation, whoever owns it. A US company has nothing to file, nothing to update and nothing to report when ownership changes.

Exempt types of foreign companies

A company formed abroad that registers in a US state starts out as a reporting company. It can still qualify for one of 23 exemptions that FinCEN lists. These include certain publicly traded companies, many nonprofits, banks and other regulated financial firms, certain large operating companies and inactive entities. Each one has specific criteria. FinCEN says to review them carefully before concluding a company is exempt, and its BOI FAQs go through each one.

What a foreign reporting company still has to report

A foreign reporting company that has no exemption must file its initial BOI report within 30 calendar days of being notified that its US registration is effective. If previously reported information changes, it files an updated report within 30 calendar days.

The report covers the company itself: legal name, any trade names, its US business address, the country where it was formed, the US state where it first registered and its tax ID number. It also covers its beneficial owners who are not US persons. A beneficial owner is any individual who directly or indirectly owns or controls at least 25% of the company, or who has substantial control over it, such as a senior officer.

The final rule took US persons out of the report entirely. A foreign company doesn’t report its US-person owners. It also doesn’t report its US-person “company applicants”, the people who filed its state registration. US persons don’t have to give their information to a reporting company at all.

FinCEN says a company can file on its own using FinCEN’s guidance and doesn’t need a lawyer or accountant. A company with layered ownership through trusts or holding companies often benefits from professional help working out who counts as a beneficial owner.

What happens to BOI reports already filed

Millions of US companies filed in 2024 and early 2025, before the exemptions. If yours was one of them, you don’t need to do anything.

• No updates or corrections. Ownership changes, address changes and new members don’t trigger a filing.
• No withdrawal needed. FinCEN has said it will delete information it reasonably believes came from US persons, such as reports based on a US passport or driver’s license.
• FinCEN IDs. US persons who got a FinCEN identifier, a personal number used in place of repeating their details on each report, don’t have to keep it updated. People who are not US persons must still report changes to their FinCEN ID information within 30 calendar days.

BOI reporting vs. other ownership disclosures

BOI reporting is gone for US companies, but other filings still ask about owners. Founders often confuse them:

• Your bank’s ownership questions. Banks and other covered financial institutions still have to collect beneficial ownership information from business customers under a separate federal rule. FinCEN points to this as one reason it could drop domestic BOI reporting. Expect to name owners and controllers when you open a business account.
• Your EIN application. When you apply to the IRS for an EIN, you name a “responsible party” for the company. That is a tax identification step, not a BOI report.
• Delaware’s annual obligations. Corporations file an annual report and pay franchise tax, and LLCs pay an annual tax. The federal BOI rule never replaced or changed these. They’re still due every year.
• Your registered agent. Every Delaware company needs one. Like your bank, a registered agent may confirm who’s behind the company, but that is separate from FinCEN.

Watch for BOI scams

Fake BOI notices targeted small businesses throughout the rollout, and the confusion since then gives scammers more cover. FinCEN has flagged these warning signs:

• Any letter or email that asks for payment to file a BOI report. FinCEN doesn’t send requests for payment.
• References to a “Form 4022” or “Form 5102”. FinCEN has no forms with those numbers.
• Mail from a “US Business Regulations Dept.” No government agency has that name.
• Suspicious links or QR codes, and first contact about penalties by phone or email. FinCEN doesn’t make first contact about penalties that way.

If your company was formed in the US, any message telling you a BOI report is due is wrong, whoever claims to send it.

Founders outside the US

If you live outside the US and own a Delaware LLC or corporation, you don’t file a BOI report. Your company was formed in Delaware, so it counts as a US company and is exempt. Your nationality and residence don’t change that. You still have the IRS forms that foreign-owned companies file, and a qualified tax professional should look at those.

The rule works differently for a company formed in another country. Say a German GmbH registers in Texas to do business there. That makes the GmbH a reporting company. It has 30 calendar days to report itself and its non-US beneficial owners, unless one of the exemptions applies. If the same founders had instead formed a new Delaware LLC to run their US business, that LLC would owe no BOI report.

This is one practical reason many founders abroad run their US business through a new US entity instead of registering their home company. Tax treatment and banking also play into that choice, so take advice for your situation. If you decide on a Delaware entity, you can begin on our order page.

Frequently Asked Questions

Is there a fee to file a BOI report?

No. There is no government fee to submit a BOI report to FinCEN. If you don’t have to file, there’s no cost at all. For a foreign reporting company, any cost depends on whether it hires a professional to work out its ownership and prepare the report.

What are the penalties for not filing?

FinCEN has said it won’t enforce BOI penalties or fines against US citizens, domestic companies or their beneficial owners. For foreign reporting companies, willfully failing to report or update can bring civil and criminal penalties. FinCEN also says that fixing a mistake or omission within 90 days of the original deadline may avoid a penalty.

Do states have their own beneficial ownership reporting?

A few do, separate from FinCEN. New York’s LLC transparency law took effect in 2026. In its current form, it covers LLCs formed outside the US that are authorized to do business in New York, not LLCs formed in Delaware or other states. If a foreign company registers in any state, check that state’s ownership rules along with FinCEN’s.

Have a question about your specific situation? Contact us. This article is for informational purposes only and does not constitute legal or tax advice.