Beneficial Ownership Reporting: What Businesses Should Know

What Beneficial Ownership Reporting Originally Required

The Corporate Transparency Act directed FinCEN to collect beneficial ownership information, the names of the individuals who own 25% or more of a company or who exercise substantial control over it, in a nonpublic federal database. When the rule first took effect, it applied broadly to small corporations, LLCs and similar entities formed or registered in the United States, not just foreign companies.

What Changed in 2025 and 2026

FinCEN narrowed that scope in two steps. An interim final rule published March 26, 2025 removed the reporting obligation for U.S.-formed companies and U.S. persons. FinCEN then adopted that narrower rule as final on August 11, 2026, effective August 14, 2026, according to the Federal Register notice announcing the revision. The final rule also exempts reporting companies from submitting information about U.S.-person company applicants, and exempts U.S. persons from having to update information they already gave FinCEN for a FinCEN identifier.

Who Still Has to Report

After these changes, the reporting-company definition applies only to entities formed under the law of a foreign country that have registered to do business in the United States, and that don't qualify for one of FinCEN's other exemptions (such as being a large operating company or a regulated entity like a bank). If your business was formed in any U.S. state or territory, it is not a reporting company under the current rule and has no BOI filing obligation, regardless of its size or ownership structure.

What a Foreign Reporting Company Still Files

A foreign entity that remains a reporting company reports beneficial ownership information only for individuals who are not U.S. persons. It does not need to identify any U.S. person as a beneficial owner, a company applicant, or a person with substantial control over a foreign pooled investment vehicle, per FinCEN's final rule.

Deadlines for Foreign Reporting Companies

A foreign reporting company registered to do business in the United States before March 26, 2025 had until April 25, 2025 to file its initial BOI report. One that registers on or after that date generally has 30 calendar days from the notice that its registration is effective to file. Check FinCEN's BOI page directly for the current deadline that applies to your specific registration date, since this area of the rule has been revised more than once.

State-Level Beneficial Ownership Laws Are a Separate Matter

The federal rollback doesn't affect any state's own beneficial ownership disclosure law. New York is currently the only state with one: its LLC Transparency Act, effective January 1, 2026, requires an LLC formed outside the United States that is authorized to do business in New York to file a beneficial ownership disclosure, or an attestation of exemption, with the New York Department of State for a $25 filing fee, according to the Department's own guidance. A domestic, U.S.-formed LLC has no filing obligation under New York's law. If your business operates in New York, or in another state that adopts a similar law later, check that state's specific requirement separately from the federal one.

How to Confirm Your Current Status

Because BOI reporting has changed substantially more than once in a short period, don't rely on anything you read before August 2026, including this article, without checking FinCEN's own BOI page for the current rule. If your company is formed under a foreign country's law and registered to do business in any U.S. state, confirm directly whether you still have a filing obligation and, if so, its deadline.

This Area Has Moved Quickly

BOI reporting went from applying broadly to most small U.S. companies, to being narrowed for U.S. companies in March 2025, to being eliminated for U.S. companies entirely in August 2026. A rule that changes this often can change again. Build a habit of checking FinCEN's own site before assuming last year's guidance, or even this article, still describes the current requirement.

Don't Assume Every State Follows the Federal Rollback

The federal exemption for U.S.-formed companies has no bearing on any state law. New York's LLC Transparency Act is the only state-level example currently in effect, and it reaches only foreign-formed LLCs doing business there, but another state could pass something similar. If your LLC or corporation is registered as a foreign entity in a state you haven't checked recently, confirm whether that state has adopted its own beneficial ownership disclosure requirement.

Keep Records Even Without a Current Filing Obligation

Even if your company has no BOI report to file right now, it's worth keeping a clear internal record of who owns and controls the business, since this can matter for other purposes, such as bank account opening, loan applications, or a future rule change that brings reporting back for domestic companies in some form.

This Is Not Legal Advice

Whether a specific entity qualifies as a "reporting company," whether an exemption applies, and how a state-level law like New York's interacts with your specific structure are legal questions. Talk to a business attorney if your company was formed outside the United States, is registered in multiple states, or has an ownership structure that makes its status unclear.