The Corporate Transparency Act (CTA) created a new federal reporting requirement that was supposed to affect most small businesses in the United States. But after a turbulent rollout, domestic companies are no longer required to file. Here’s the full story — what BOI reporting is, what happened, and what you should know going forward.
What Is BOI Reporting?
The CTA requires certain companies to report information about their beneficial owners — the individuals who ultimately own or control the company — to the Financial Crimes Enforcement Network (FinCEN), a bureau of the U.S. Treasury Department.
This is separate from tax filings. It’s an anti-money laundering and anti-fraud measure designed to prevent the use of shell companies for illicit purposes.
A beneficial owner is any individual who:
- Exercises substantial control over the company, OR
- Owns or controls at least 25% of the ownership interests
Information reported for each beneficial owner:
- Full legal name
- Date of birth
- Residential address
- Identifying document number (driver’s license or passport) and an image of that document
Information reported about the company:
- Legal name and any trade names (DBAs)
- Address
- State of formation
- Taxpayer identification number (EIN)
Who Needs to File?
Most small businesses need to file. The CTA defines “reporting companies” as corporations, LLCs, and similar entities created by filing with a state secretary of state.
You likely need to file if you have:
- An LLC (single-member or multi-member)
- A corporation (S-corp or C-corp)
- A limited partnership
- Any entity created by filing a document with a state office
You’re exempt if your company:
- Has more than 20 full-time employees AND
- Has more than $5 million in gross receipts/sales AND
- Has a physical office in the United States
Other exemptions include:
- Banks and credit unions
- Registered securities entities
- Tax-exempt organizations (501(c)(3))
- Insurance companies
- Public utilities
- Large operating companies meeting all three criteria above
- Inactive entities (certain conditions apply)
The key point: the exemptions are narrow. If you’re a typical small business — a few employees, under $5M in revenue — you almost certainly need to file.
Current Status (as of February 2026)
The bottom line: Domestic companies are no longer required to file BOI reports. If your company was formed in the United States and is owned by U.S. persons, you do not need to file. No penalties will be assessed.
BOI reporting only applies to foreign reporting companies — entities formed outside the U.S. that are registered to do business here.
Timeline of Changes
The CTA’s rollout was turbulent. Here’s how we got here:
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January 2024: The CTA took effect. Companies formed before 2024 had until January 1, 2025, to file. Newly formed companies had 90 days.
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Late 2024: A federal court issued a nationwide injunction blocking enforcement. FinCEN paused the reporting deadline.
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Early 2025: An appellate court reversed the injunction. FinCEN reinstated filing requirements with extended deadlines.
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March 2, 2025: The Treasury Department announced it will not enforce any penalties or fines against U.S. citizens, domestic reporting companies, or their beneficial owners.
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March 21, 2025: FinCEN issued an interim final rule removing BOI reporting requirements for all U.S. companies and U.S. persons. Reporting was narrowed exclusively to foreign reporting companies.
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November 2025: FinCEN published a final rule formalizing the exemption for domestic reporting companies and U.S. persons, confirming the interim rule’s scope. The final rule took effect January 1, 2026.
As of February 2026, this is settled policy — not a temporary pause. The requirement has been formally and permanently removed for domestic companies through final rulemaking.
If you already filed: Your information remains in FinCEN’s secure database. No action needed.
If you haven’t filed: You don’t need to — unless your company is a foreign entity registered in the U.S.
For Foreign Entities: How to File
The following sections apply only to foreign reporting companies — entities formed outside the United States that are registered to do business here. If your company was formed domestically, you can skip ahead to the FAQ.
Filing is free and done through FinCEN’s online system at fincen.gov/boi.
The process:
- Go to the BOI E-Filing system
- Select the type of filing (initial, update, or correction)
- Enter company information
- Enter beneficial owner information
- Upload ID documents for each beneficial owner
- Submit
Time required: 15-30 minutes for a simple company. More complex ownership structures take longer.
What You Need to Gather
For the Company:
- Legal name as registered with the state
- Any trade names or DBAs
- Principal business address
- State and tribal jurisdiction of formation or registration
- EIN or Tax ID number
For Each Beneficial Owner:
- Full legal name
- Date of birth
- Current residential address (not a P.O. box)
- Valid government-issued photo ID (driver’s license, state ID, or passport)
- Clear photo/scan of the ID document
FinCEN Identifiers
FinCEN offers a FinCEN Identifier (FinCEN ID) — an identifier that can be used in place of personal information on BOI reports. Useful if you’re a beneficial owner of multiple foreign reporting companies. Obtain one at fincen.gov/boi — it’s free and takes about 10 minutes.
Ongoing Obligations for Foreign Entities
Foreign reporting companies must update their BOI report within 30 days of any change to beneficial owner information, company name, address, or structure.
Penalties for Non-Compliance
Penalties remain on the books for foreign reporting companies that fail to file:
- Civil penalty: Up to $591 per day (adjusted annually for inflation)
- Criminal penalty: Up to $10,000 fine and/or up to 2 years imprisonment for willful violations
Common Questions
I’m a domestic LLC or corporation. Do I need to file?
No. As of the January 2026 final rule, domestic reporting companies and their U.S. beneficial owners are permanently exempt from BOI filing requirements.
I’m a sole proprietor with no LLC or corporation. Do I need to file?
No. Sole proprietorships without a state-filed formation document are not reporting companies and were never covered by the CTA.
I already filed my BOI report. Do I need to do anything?
No action needed. Your information remains in FinCEN’s secure database. There’s no requirement to withdraw or update it unless you’re a foreign reporting company with changed information.
Is the BOI database information public?
No. BOI reports are stored in a secure, non-public database. Access is limited to law enforcement, financial institutions (with consent), and certain government agencies. It is not searchable by the general public.
Could Congress reinstate the domestic filing requirement?
Theoretically, yes — Congress could amend the CTA. But the January 2026 final rule went through formal rulemaking, and there is no current legislative effort to reinstate domestic filing. This is settled policy for the foreseeable future.
What I Tell My Clients
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Domestic companies: no action required. The final rule, effective January 2026, permanently removed the filing requirement for U.S.-formed companies owned by U.S. persons. This is settled — don’t stress about it.
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Foreign entities: you still need to file. If your company was formed outside the U.S. and is registered to do business here, BOI reporting still applies to you.
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If you already filed, your information is in FinCEN’s secure database. No action needed on your part.
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Keep your records organized regardless. Even though BOI filing isn’t required for domestic companies, maintaining clear ownership documentation is good business practice — for banking, financing, M&A, and general compliance.
If you have questions about whether your entity structure is affected — particularly if you have foreign ownership or entities — reach out. I help clients navigate compliance requirements as part of my business consulting services.