BOI report requirements in 2026: who still files a beneficial ownership report under the Corporate Transparency Act

The short answer: if your company was formed in the United States, you do not file a BOI report. FinCEN finalized that position on 14 August 2026. Only foreign reporting companies, meaning entities formed abroad and registered to do business in a US state or with a tribal jurisdiction, still have a beneficial ownership filing obligation, and even they no longer report the details of any beneficial owner or company applicant who is a United States person. The exemptions now sit in the regulation itself, at 31 CFR 1010.380(b)(5).

That is a very different answer from the one most published guidance still gives, and the change is recent enough that a lot of it has not caught up. What follows is what the final rule actually did, who is left with an obligation, and the one duty that survived for non-US individuals holding a FinCEN identifier. All citations checked against the Federal Register and the eCFR in August 2026.

What changed on 14 August 2026?

FinCEN published a final rule titled Beneficial Ownership Information Reporting Requirement Revision, Federal Register document 2026-16576, on 14 August 2026. It was effective the same day it published. The rule adopts as final, with limited changes, the interim final rule FinCEN had issued at 90 FR 13688 on 26 March 2025, which is the rule that first stripped domestic companies out of the reporting regime.

Mechanically, the final rule amends 31 CFR 1010.380 in three ways: it revises paragraph (b)(4)(iii)(A), it adds a new paragraph (b)(5), and it removes paragraph (d)(4). The new (b)(5) is the important one, and it is worth reading as written, because it is short and it settles a question that a year of commentary has argued about.

(5) Special exemptions. (i) Reporting companies are exempt from any requirement under 31 U.S.C. 5336 and this section to report the beneficial ownership information of any United States persons who are beneficial owners or company applicants. (ii) United States persons are exempt from any requirement under 31 U.S.C. 5336 and this section to provide beneficial ownership information with respect to any reporting company for which they are beneficial owners or company applicants.

Note that this cuts in both directions. The company is exempt from reporting a US person, and the US person is separately exempt from having to hand their information over to the company. That second limb matters in practice, because it means a US individual who is asked by an entity to supply a date of birth and an identifying document for BOI purposes can decline, and the entity has no regulatory basis to insist.

Do I still need to file a BOI report in 2026?

For an entity created by filing with a US secretary of state or equivalent office, no. Domestic reporting companies were removed from the reporting requirement by the March 2025 interim rule and that removal is now final. This covers the overwhelming majority of US LLCs, corporations, limited partnerships and similar entities that spent late 2024 preparing to file.

The obligation survives only for foreign reporting companies. A foreign reporting company is 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 a document with a secretary of state or similar office. If that describes your entity, and no exemption applies, you still file. What you file, however, is now much thinner: your company information, plus the details of any beneficial owner who is not a United States person. If every beneficial owner of the foreign reporting company is a US person, there is no beneficial owner information left to report.

What is a reporting company under the Corporate Transparency Act?

The Corporate Transparency Act was enacted as section 6403 of the National Defense Authorization Act for fiscal year 2021, Public Law 116-283, and FinCEN implemented it in the Reporting Rule codified at 31 CFR 1010.380, which took effect on 1 January 2024. The statute created two categories of reporting company, domestic and foreign, and the whole practical question in 2026 is that only the second category is still live.

A beneficial owner, in the original framework, is an individual who either exercises substantial control over the entity or owns or controls at least 25 percent of its ownership interests. A company applicant is the individual who filed the formation or registration document, and the individual primarily responsible for directing that filing, as defined at 31 CFR 1010.380(e). Both definitions still exist. They simply no longer capture anyone who is a United States person.

Why did the requirement get rolled back?

The short version is litigation followed by a policy decision. Enforcement of the Reporting Rule was interrupted by court orders during late 2024 and early 2025, including the Texas Top Cop Shop proceedings, which at one point stayed the effective date of the implementing regulation and left reporting deadlines suspended while the cases moved. If you want to work through the underlying orders rather than second-hand summaries of them, the sequence is easier to follow when you can search the case law in plain English instead of reconstructing the docket by hand.

Treasury then announced in March 2025 that it would not enforce penalties against domestic reporting companies, and FinCEN issued the interim final rule shortly afterwards narrowing the rule to foreign entities. The August 2026 final rule closes that loop. One drafting detail FinCEN flagged is worth noting for anyone comparing the two texts: the interim rule achieved the exemption by excluding domestic entities from the reporting requirements, while the final rule places the exemptions in a different subsection of 31 CFR 1010.380 specifically to avoid confusion.

Does a US person with a FinCEN identifier still have to update it?

No, and this is the change most likely to be missed. The final rule revised 31 CFR 1010.380(b)(4)(iii)(A) so that the duty to update or correct a FinCEN identifier application now falls only on an individual who is not a United States person. US persons who obtained a FinCEN ID during the original rollout are exempt from any obligation to update information they already gave FinCEN in connection with it.

For non-US individuals holding a FinCEN identifier, the timing rules are specific. A change to previously submitted information requires an updated application within 30 calendar days of the change. An application that was inaccurate when filed and remains inaccurate requires a corrected application within 30 calendar days of the individual becoming aware or having reason to know of the inaccuracy. A correction filed inside that window is deemed to satisfy the statutory safe harbor at 31 U.S.C. 5336(h)(3)(C)(i)(I)(bb) provided it is filed within 90 calendar days of the original inaccurate submission.

Are there still penalties for getting this wrong?

Yes, for those who remain in scope. The final rule includes an express statement, required by Executive Order 14294, that willful violations of these regulations may carry criminal penalties under 31 U.S.C. 5336(h) and 31 CFR 1010.380(g), and that the mens rea for criminal liability is willfulness. FinCEN states it consulted the Department of Justice in drafting that statement.

The word doing the work there is willfulness. A foreign reporting company that misreads a definition and files something imperfect is in a different position from one that decides not to file at all. But the penalty regime was not repealed alongside the domestic exemption, and treating a narrowed rule as a dead rule is the error most likely to cause trouble for the entities still covered.

What should compliance teams actually do now?

For US-only groups, the honest answer is close the file and document why. The useful artifact is a short memo recording that the entity is a domestic reporting company, that 31 CFR 1010.380(b)(5) exempts it, and the date that conclusion was reached, so that nobody reopens the question every quarter and no advisor bills for reanalyzing it.

For groups with foreign entities registered in the US, the work is real but narrow. Identify which entities are foreign reporting companies, determine which beneficial owners are non-US persons, and file on that basis. Then keep an eye on the citizenship status of the people in scope, because the exemption turns on US person status rather than on anything about the entity, and a change in an individual's status changes what the company owes.

The broader lesson is about monitoring rather than filing. This requirement went from mandatory for millions of entities to inapplicable to almost all of them in roughly eighteen months, entirely through litigation and rulemaking, and any compliance calendar that was set in 2023 and not revisited is now wrong in both directions. That is the same problem our regulatory change management work exists to solve, and it is why we build obligation inventories that cite primary sources rather than secondary summaries. Teams running a formal compliance risk assessment should treat a reversal of this size as a trigger event rather than waiting for the annual cycle, and firms in financial services will find the same monitoring discipline applies to the wider AML program obligations the Corporate Transparency Act was built to support.

Sources

• Beneficial Ownership Information Reporting Requirement Revision, final rule, 91 FR, FR document 2026-16576, published and effective 14 August 2026.
• Beneficial Ownership Information Reporting Requirement Revision and Deadline Extension, interim final rule, 90 FR 13688, 26 March 2025.
• 31 CFR 1010.380, Reports of beneficial ownership information, as amended by the above.
• 31 U.S.C. 5336, Beneficial ownership information reporting requirements.
• Corporate Transparency Act, section 6403 of Public Law 116-283.