Corporate Transparency Act and BOI Reporting Requirements in 2026: Do U.S. Businesses Still Need to File?

The Corporate Transparency Act created a major new federal reporting requirement for millions of American businesses when its Beneficial Ownership Information reporting requirements took effect in 2024.

Since then, the rules have changed substantially.

Business owners who formed an LLC or corporation in 2024 may remember being told that they needed to submit a Beneficial Ownership Information Report, commonly called a BOI report or BOIR, to the Financial Crimes Enforcement Network (“FinCEN”).

That information was accurate under the rules that existed at the time. However, it is no longer accurate for companies created in the United States.

On August 11, 2026, FinCEN issued a final rule that permanently removed the federal BOI reporting requirement for U.S. companies and U.S. persons. According to FinCEN’s current Beneficial Ownership Information guidance, U.S. companies are now exempt from BOI reporting requirements. Certain foreign companies that register to do business in the United States may still have reporting obligations.

This distinction is particularly important because business owners may still encounter articles, videos, filing services, and business formation guides that describe the original 2024 reporting requirements.

Here is what business owners need to know about the Corporate Transparency Act and BOI reporting requirements in 2026.

What Is the Corporate Transparency Act?

Congress enacted the Corporate Transparency Act (“CTA”) as part of the Anti-Money Laundering Act of 2020. The law was designed to make it more difficult for individuals to use anonymous companies to conceal illicit activity.

The CTA authorized FinCEN, a bureau of the U.S. Department of the Treasury, to collect information about individuals who ultimately own or control certain companies.

That information is known as Beneficial Ownership Information, or BOI.

When the original reporting requirements took effect on January 1, 2024, many corporations, limited liability companies, and other entities created or registered in the United States potentially qualified as “reporting companies.”

Those companies generally had to identify certain beneficial owners and provide information about those individuals to FinCEN.

The reporting regime has since changed significantly. FinCEN’s Beneficial Ownership Information reference materials explain that entities created in the United States are now exempt from the federal BOI reporting requirement.

What Changed With BOI Reporting?

The original BOI reporting system did not remain in place for long.

In March 2025, FinCEN issued an interim final rule that substantially narrowed the entities subject to BOI reporting. The agency revised the definition of a “reporting company” so that it generally covered certain entities formed under the laws of foreign countries that subsequently registered to do business in the United States.

At the same time, FinCEN exempted entities created in the United States from the reporting requirements.

FinCEN made that change permanent in August 2026.

On August 11, 2026, FinCEN announced a final rule that permanently removed the requirement for U.S. companies and U.S. persons to report Beneficial Ownership Information under the CTA.

FinCEN’s August 11, 2026 announcement regarding the final rule confirms that domestic U.S. companies no longer have a federal BOI reporting obligation.

This change means that the BOI requirements applicable to most American entrepreneurs are substantially different from the requirements that existed when the CTA reporting system launched in 2024.

Do U.S. LLCs and Corporations Still Need to File BOI Reports?

Generally, they do not.

Under the current FinCEN rules, companies created in the United States are exempt from federal BOI reporting requirements.

This exemption applies to entities that were previously considered domestic reporting companies.

For example, an entrepreneur who creates a new LLC under New York law in 2026 generally does not need to submit a BOI report to FinCEN merely because the LLC was formed.

The same general rule applies to domestic corporations and other U.S.-created entities that previously would have fallen within the CTA’s definition of a domestic reporting company.

FinCEN specifically advises the public to disregard outdated guidance stating that U.S. companies or their beneficial owners are required to report BOI. Business owners can review FinCEN’s current BOI Frequently Asked Questions for updated guidance regarding the reporting requirements.

Do New York LLCs Need to File BOI Reports in 2026?

A domestic LLC created under New York law generally does not have to file a federal BOI report under the current rules.

For example, imagine that an entrepreneur forms a New York LLC in September 2026. Under the original CTA reporting framework, the owner might have expected to submit information about the company and its beneficial owners to FinCEN after formation.

Under the current rules, that domestic New York LLC is exempt from federal BOI reporting.

However, the BOI exemption does not eliminate the other requirements involved in properly forming and maintaining a New York LLC.

A New York entrepreneur may still need to file Articles of Organization, adopt a written operating agreement, satisfy New York’s LLC publication requirement, obtain an Employer Identification Number when appropriate, and comply with applicable licensing, tax, and regulatory requirements.

Business owners who are still at the formation stage can read our How to Form an LLC in New York in 2026 guide for a more detailed explanation of the process.

Who Still Has to File a BOI Report?

Although U.S.-created companies are now exempt, the Corporate Transparency Act has not disappeared completely.

Certain foreign entities may still qualify as reporting companies.

Under FinCEN’s current rule, a reporting company generally refers to an entity that was formed under the laws of a foreign country and subsequently registered to do business in a U.S. state or Tribal jurisdiction by filing a document with a secretary of state or similar office.

This distinction is important.

A company created under New York law is treated differently from a company created under the laws of another country that subsequently registers to conduct business in New York.

Certain foreign entities may also qualify for one of the exemptions provided under the CTA. Therefore, a foreign company registered to conduct business in the United States should determine whether it qualifies as a reporting company and whether an exemption applies.

FinCEN provides additional information about the current scope of the requirements through its BOI quick reference materials.

What Is a Beneficial Owner?

The concept of a “beneficial owner” remains relevant for foreign entities that are still subject to BOI reporting.

Under the CTA framework, a beneficial owner generally includes an individual who directly or indirectly exercises substantial control over a reporting company or owns or controls at least 25 percent of the company’s ownership interests.

However, the 2026 rules contain an important limitation involving U.S. persons.

Foreign reporting companies are not required to report BOI for beneficial owners who are U.S. persons. U.S. persons are also not required to provide their Beneficial Ownership Information to reporting companies.

As a result, a foreign reporting company’s actual reporting obligations may depend on the citizenship or status of the individuals who own or control the business.

FinCEN’s current BOI guidance confirms that reporting companies do not need to report BOI for U.S. person beneficial owners or U.S. person company applicants.

What Information May a Foreign Reporting Company Need to Provide?

A foreign entity that qualifies as a reporting company may need to provide information about the company itself and certain foreign individuals who qualify as beneficial owners.

The specific information required will depend on the company’s ownership and control structure and the exemptions that may apply.

This is another area where relying on older BOI filing instructions can create confusion. The information that a reporting company may have needed to provide under the original 2024 framework is not necessarily the same information required under the current rules.

Foreign businesses should review the current FinCEN requirements before submitting a BOI report rather than relying on filing instructions prepared under the previous regulatory framework.

What If Your Business Already Filed a BOI Report?

Many U.S. businesses filed BOI reports before the reporting requirements changed.

Those businesses may reasonably wonder whether they need to continue updating the information that they previously submitted.

Under the current rules, U.S. companies are no longer required to file BOI reports. FinCEN also states that U.S. persons with FinCEN Identifiers are no longer required to update or correct information that they previously submitted to FinCEN.

FinCEN went even further when it announced its August 2026 final rule.

The agency stated that it would delete previously reported information concerning U.S. persons who are now exempt from the reporting requirements from its Beneficial Ownership Information database.

Business owners who previously filed should therefore avoid assuming that the filing created an ongoing reporting obligation. FinCEN’s August 2026 announcement provides additional information regarding the treatment of previously reported information.

Why Is There So Much Outdated BOI Information Online?

The history of the Corporate Transparency Act helps explain why business owners may encounter conflicting information.

The original BOI reporting requirements took effect in January 2024. At that time, many U.S.-created LLCs, corporations, and similar entities were potentially required to file reports with FinCEN.

The rules subsequently changed.

As a result, an article that accurately explained the Corporate Transparency Act in 2024 may provide incorrect instructions to someone reading it in 2026.

For example, older materials may state that a newly formed domestic LLC must file a BOI report within a particular period after formation. Other materials may state that domestic companies must update their BOI reports after changes to ownership or company information.

Those instructions generally no longer apply to U.S.-created companies.

FinCEN itself acknowledges the problem. Its current BOI Frequently Asked Questions warn that some older information may be outdated and specifically instruct readers to disregard guidance stating that U.S. companies or their beneficial owners must report BOI.

Business owners researching CTA compliance should therefore check when a resource was published or updated and compare that information against FinCEN’s current guidance.

Does the Corporate Transparency Act Still Matter in 2026?

Yes. However, its practical effect is much narrower than it was when BOI reporting began.

For the average entrepreneur forming a domestic LLC or corporation in the United States, BOI reporting is no longer the significant federal formation requirement that it appeared to be in 2024.

The CTA remains more relevant for certain businesses with an international component.

A company that was formed outside the United States and later registers to conduct business here should determine whether it qualifies as a reporting company. That company should also determine which beneficial owners must be reported and whether any CTA exemptions apply.

The distinction between a company that was created in the United States and a company that was created abroad but registered to do business in the United States is therefore particularly important under the current rules.

Does the BOI Exemption Mean Your LLC Has No Compliance Requirements?

No.

The elimination of federal BOI reporting for domestic companies does not eliminate the other legal requirements associated with creating and operating a business.

For example, New York LLC owners may still need to address formation documents, operating agreements, publication requirements, licenses, tax registrations, contracts, employment matters, and other state or federal obligations. Our business law and contract drafting services address many of these issues.

The appropriate requirements depend on the nature and structure of the business.

Business owners should also remember that forming an LLC and selecting a tax classification are separate decisions. Our LLC vs. S-Corp in New York guide explains how legal entity structure and S corporation tax treatment can interact.

Entrepreneurs who are unsure whether professional assistance is necessary can also read our Do You Need a Lawyer to Start a Business in New York? guide.

What Should Business Owners Do Now?

For most owners of U.S.-created LLCs and corporations, the current BOI rule is relatively straightforward. Those domestic companies are exempt from federal Beneficial Ownership Information reporting requirements.

However, business owners should remain careful when using older compliance materials.

If a website, formation checklist, email, or filing service tells you that your domestic U.S. LLC must submit a BOI report, you should verify whether that information reflects FinCEN’s August 2026 final rule.

Foreign entities registered to do business in the United States should conduct a more detailed analysis because some of those companies remain subject to the CTA.

FinCEN maintains its official Beneficial Ownership Information website with current reporting guidance, FAQs, filing resources, and regulatory updates.

The Corporate Transparency Act Has Changed, but Business Compliance Still Matters

The Corporate Transparency Act demonstrates how quickly a new business compliance requirement can change.

When BOI reporting took effect in 2024, millions of American businesses faced a new federal reporting obligation. FinCEN narrowed those requirements in 2025 and permanently removed the reporting obligation for U.S. companies and U.S. persons through its August 2026 final rule.

For most businesses formed in the United States, the current takeaway is straightforward. Domestic U.S. companies generally do not need to file Beneficial Ownership Information reports with FinCEN.

Certain foreign companies registered to conduct business in the United States may still have reporting obligations and should evaluate whether the CTA applies to their circumstances.

Stockman & Poropat, PLLC works with entrepreneurs and established businesses on entity formation, corporate governance, contracts, intellectual property, and other legal matters that arise while starting and growing a company. Our team also assists with mergers and acquisitions.

If you are forming a company, entering the U.S. market, or trying to understand which legal requirements apply to your business, contact Stockman & Poropat, PLLC to schedule a free consultation.

This article is provided for general informational purposes only and does not constitute legal or tax advice.