Last reviewed October 7, 2026 · By the NYBACS advisory team
Short answer
BOI reporting is the filing of beneficial ownership information with FinCEN under the Corporate Transparency Act. Under FinCEN's final rule effective August 14, 2026, companies formed in the US and US-person owners are exempt. The requirement now applies to companies formed outside the US that register to do business in a US state; they report their non-US beneficial owners within 30 days of registration. The rules changed several times since 2024, so monitoring remains necessary.
Key takeaways
- US-formed corporations and LLCs, including those owned by non-US founders, are exempt from BOI reporting under FinCEN's current rules.
- A foreign reporting company is an entity formed under a non-US country's law that has registered to do business in a US state or tribal jurisdiction.
- Foreign reporting companies file an initial report within 30 calendar days after their US registration becomes effective and report only non-US beneficial owners.
- FinCEN's penalty provisions remain in place for companies that are still required to report.
- State laws can add their own disclosure: New York now requires beneficial ownership filings from LLCs formed outside the US that are authorized in New York.
How BOI reporting reached its current form
The Corporate Transparency Act was enacted to give FinCEN a database of the individuals who own or control companies. The rule changed repeatedly after reporting began:
| Date | Change |
|---|---|
| January 1, 2024 | Reporting begins for most US and foreign companies registered in the US |
| December 2024 to February 2025 | Court injunctions pause and then restore the requirement |
| March 2025 | Interim final rule exempts US-formed companies and US persons; foreign companies registered in a state remain in scope |
| August 14, 2026 | Final rule takes effect, making the exemptions permanent and narrowing what foreign companies report |
For most founders reading this, the practical result is simple: if your company was formed in a US state, it has no BOI filing under the current rules.
Who still has to file
The test is where the company was formed, not who owns it:
- Delaware C-Corp owned by an Indian parent: formed in the US, so exempt.
- Wyoming LLC owned by a UAE resident: formed in the US, so exempt.
- UK private limited company that registers as a foreign corporation in New York to open a branch office: formed outside the US and registered in a state, so it is a foreign reporting company.
- Singapore company that sells to US customers but never registers in any state: not registered, so not a reporting company, though its other US obligations still apply.
Foreign reporting companies report the non-US individuals who own 25% or more or exercise substantial control. Under the final rule they do not report US-person beneficial owners, and US-person company applicants no longer need to be reported. Exemptions available to large operating companies, regulated entities and others still apply.
What a foreign reporting company must do
- Confirm status by checking whether the entity has filed to register in any US state, including through a branch registration.
- Identify non-US beneficial owners by tracing ownership through holding companies to individuals at 25% or more, and identify senior officers and others with substantial control.
- Collect identifying information: legal name, date of birth, residential address and an identifying document number and image for each reportable individual.
- File the initial report through FinCEN's BOI e-filing system within 30 calendar days after the US registration becomes effective.
- Update the report when reported information changes, such as a new director with substantial control or a change of ownership.
Penalties for wilful failure to file remain in the statute and FinCEN's rules, so a foreign company that registers in a state should treat this as part of the registration itself.
Why monitoring still matters
BOI rules have been revised by litigation, interim rules and a final rule within roughly three years. Further change remains possible through new rulemaking, legislation or court decisions. Several related obligations also move independently of FinCEN:
- State transparency laws. New York's LLC Transparency Act took effect on January 1, 2026, and now applies to LLCs formed outside the US that are authorized to do business in New York. Those authorized before 2026 must file a disclosure or exemption attestation by December 31, 2026; new registrants file within 30 days, and annual statements follow.
- Bank due diligence. Banks still collect beneficial ownership information when opening accounts under separate customer due diligence rules. The BOI exemption does not change what your bank asks for.
- Investor and counterparty requests. Diligence questionnaires often ask about BOI status; a short, accurate answer avoids delays.
A quarterly check of FinCEN's BOI page and of any state where you register keeps the compliance file current. Record the date of each check and the conclusion, so that when a bank, auditor or investor asks why no report was filed, the answer is documented rather than remembered.
Common mistakes to avoid
- Filing a BOI report for a US-formed LLC or C-Corp because a formation service still offers it, despite the exemption.
- Assuming a foreign parent registering a US branch in a state is exempt because its US subsidiary is.
- Missing the 30-day window after a foreign company's US registration becomes effective.
- Overlooking New York's separate beneficial ownership disclosure for LLCs formed outside the US.
- Relying on guidance written before August 2026 that still describes US companies as reporting companies.
- Assuming the BOI exemption means banks will no longer request ownership information.
NYBACS 360° support
How NYBACS helps
- Confirms whether each entity in your group is a US-formed exempt company or a foreign reporting company.
- Prepares ownership charts tracing non-US beneficial owners through holding structures.
- Coordinates BOI filings for foreign companies registering a US branch, timed with the state registration.
- Tracks state-level disclosure laws, such as New York's, for the states where your entities are registered.
- Keeps an ownership file ready for bank KYC and investor diligence requests.
Frequently Asked Questions
I filed a BOI report for my US LLC in 2024. Do I need to update or withdraw it?
No. US companies are exempt under the current rules and are not required to update or correct reports they previously filed. Keep a copy of what was filed with your records.
My US company is owned by a foreign parent. Does the parent file?
Only if the parent itself has registered to do business in a US state. Owning a US subsidiary is not registration; registering a branch or office of the parent in a state is.
What if all of a foreign reporting company's owners are US persons?
The final rule removes US persons from what foreign reporting companies report. How the filing is completed in that situation should be confirmed against FinCEN's current instructions before filing.
Could BOI reporting return for US companies?
It would take new rulemaking or legislation, and there is no indication of that as of October 2026. Because the rules have changed several times, check FinCEN's BOI page periodically.
Is FinCEN BOI information public?
No. BOI reports are held by FinCEN and shared only with authorized government agencies and, with consent, financial institutions. They are not published like state business records.
