BOI Reporting (FinCEN): Current 2025-2026 Status After the Interim Final Rule

Where BOI Reporting Stands Right Now

In March 2025, FinCEN issued an Interim Final Rule (IFR) that fundamentally narrowed the scope of BOI reporting under the Corporate Transparency Act. The IFR exempts MOST US-formed entities from the BOI reporting requirement. The reporting obligation now falls primarily on foreign-formed entities that have registered to do business in a US state.

This is a major shift from the original CTA implementation that took effect January 1, 2024. Under the original rule, virtually every small LLC and corporation in the US was required to file a BOI report identifying its beneficial owners. The IFR reversed that for domestic entities.

The IFR remains in effect as of 2026. The rule was challenged but courts have allowed it to stand. FinCEN has signaled no intent to reverse the exemption. Multiple bills in Congress have proposed either codifying the IFR or repealing the CTA entirely.

Who Is Now Exempt from BOI Reporting

At a Glance

Item	Value
Authority	Corporate Transparency Act + FinCEN Interim Final Rule (March 2025)
Most US entities	EXEMPT after the IFR
Still required	Foreign-formed companies registered to do business in the US
Filing fee	$0 (free) at FinCEN BOI E-Filing System
Penalty for non-filing (foreign companies)	Up to $591/day, max $10,000 + criminal liability

After the March 2025 IFR, the following entities are exempt from BOI reporting:

(1) All US-formed entities (LLCs, corporations, partnerships) that were previously classified as "domestic reporting companies", meaning entities formed by filing a document with a US state secretary of state.

(2) US citizens who are beneficial owners of any reporting company are exempt from being identified in BOI reports.

This means: a Delaware LLC owned by US citizens does NOT need to file a BOI report. A Wyoming LLC owned by US citizens does NOT need to file. A California corporation owned by US citizens does NOT need to file. The vast majority of US small businesses are exempt.

Who Still Must File BOI Reports

"Foreign reporting companies" must still file BOI reports. The definition: an entity formed under the laws of a foreign country that has registered to do business in a US state by filing a document (typically a Certificate of Authority) with that state's secretary of state.

Examples: a UK-formed Limited that registers to do business in Delaware as a foreign LLC, must file BOI. A Cayman Islands corporation that registers in California as a foreign corporation, must file BOI. A Hong Kong company that registers in Texas, must file BOI.

For foreign reporting companies, the BOI report must identify the beneficial owners, but US citizens who are beneficial owners are EXEMPT from being named. So a UK Limited owned 100% by a US citizen and registered to do business in Delaware: must file a BOI report, but no beneficial owners need to be identified (US-citizen exemption applies).

The deadline for foreign reporting companies to file: 30 days from the date the entity is first registered to do business in any US state. Existing foreign reporting companies (registered before March 26, 2025) had until April 25, 2025 to file under the IFR transition.

What the BOI Report Contains

For each beneficial owner who is NOT a US citizen: full legal name, date of birth, current residential address, unique identifying number from a non-expired ID document (passport, driver's license, or foreign government ID), and an image of that ID.

For the company itself: legal name, any trade names (DBAs), current US address, jurisdiction of formation, EIN (or other taxpayer ID), and the company's "FinCEN ID" if one has been requested.

A "beneficial owner" is anyone who directly or indirectly: (1) owns or controls at least 25% of the ownership interests; OR (2) exercises substantial control over the company (senior officers, individuals with authority to appoint/remove officers, important decision-makers).

A "company applicant" (the person who actually files the formation/registration documents) is NO LONGER required to be reported under the IFR, this was simplified.

How to File a BOI Report

BOI reports are filed electronically through the FinCEN BOI E-Filing System at boiefiling.fincen.gov. There is no filing fee, the system is free.

The filing requires: complete company information, ID documents for each non-US-citizen beneficial owner, and a digital signature from an authorized representative of the company.

After submission, FinCEN issues a confirmation number. Save it, proof of filing is critical for any future audit.

Updates: if any information in the BOI report changes (new beneficial owner, address change, change in ownership), the company must file an updated report within 30 days of the change.

Penalties for Non-Filing

For foreign reporting companies that fail to file a required BOI report: civil penalties of up to $591 per day (indexed annually for inflation), capped at $10,000.

Criminal penalties: willful failure to file or willful filing of false information can result in fines up to $10,000 and imprisonment up to 2 years.

For US-formed entities: no penalty for not filing, because the IFR exempts them from the requirement. But if a US-formed entity's status changes (e.g., becomes owned by a foreign person making it ineligible for the exemption), the filing obligation may attach.

What Changed Between 2024 and 2025

January 1, 2024: original CTA implementation took effect. All US-formed reporting companies were required to file BOI reports by January 1, 2025 (existing entities) or within 90 days of formation (new entities).

Throughout 2024: multiple federal court challenges. A Texas federal court ruled the CTA unconstitutional in early 2025, leading to an enforcement pause.

March 2025: FinCEN issued the Interim Final Rule, narrowing the scope to foreign reporting companies only and exempting US-formed entities and US-citizen beneficial owners.

As of 2026: the IFR remains in effect. Courts have allowed it to stand. No new comprehensive CTA rule has been issued.

Practical Implications for US Founders

If you form a US LLC or corporation with all-US-citizen ownership: no BOI filing required. This is the most common case and the simplest outcome.

If you form a US LLC with some foreign ownership: the entity is still exempt from BOI filing under the IFR (the entity itself is US-formed). The foreign ownership does NOT trigger a filing requirement for a US-formed entity.

If you have a foreign-formed entity (Cayman, BVI, UK Limited, etc.) and you register it to do business in a US state: BOI filing IS required within 30 days. US-citizen beneficial owners are exempt from being named, but the filing itself is required.

If you are advised by formation services or attorneys to file BOI for a US-formed entity in 2026: that advice is outdated. The IFR exempted US-formed entities, confirm the IFR status before paying for a service you do not need.

How File.Business Handles BOI Reporting

For US-formed entities with all-US-citizen ownership: we do NOT file BOI reports because none are required. We confirm exemption status during onboarding and document the exemption in your compliance vault.

For foreign-formed entities registering to do business in the US: we file the required BOI report within the 30-day deadline. The service includes: confirming non-US beneficial owners requiring identification, collecting and verifying ID documents, filing the BOI report through the FinCEN E-Filing System, and storing the confirmation number in your compliance vault.

For any change in entity ownership or status: we monitor for changes that would trigger a BOI filing or update obligation, and handle the 30-day update filing automatically. Standalone BOI service for foreign reporting companies: $199 flat.

Frequently Asked Questions

Does my US-formed LLC need to file a BOI report in 2026?

No, in most cases. The March 2025 FinCEN Interim Final Rule exempts all US-formed entities (LLCs, corporations, partnerships) from BOI reporting. This is true regardless of who owns the entity.

Who still has to file BOI reports?

Foreign-formed entities ("foreign reporting companies") that register to do business in a US state. The filing must occur within 30 days of registration.

What if I am a US citizen owning a foreign-registered company?

The foreign company itself must still file a BOI report, but you (as a US citizen beneficial owner) are exempt from being identified by name in that report. The filing requirement on the company remains.

How much is the BOI filing fee?

There is no fee. FinCEN does not charge for BOI filings. They are filed free through the FinCEN BOI E-Filing System.

What is the penalty for not filing a required BOI report?

Up to $591/day civil penalty (capped at $10,000) plus criminal penalties of up to $10,000 and 2 years imprisonment for willful failures. Only applies to entities required to file (mostly foreign reporting companies in 2026).

Has the CTA been repealed?

No. The Corporate Transparency Act remains law. The March 2025 FinCEN Interim Final Rule narrowed the scope by exempting US-formed entities and US-citizen beneficial owners, but the statutory framework still exists. Congress has proposed both codification and repeal but no comprehensive replacement has passed.

Should I still file a BOI report to be safe?

No. The IFR exempts US-formed entities. Filing unnecessarily creates a public record where none is required and provides no benefit. For foreign reporting companies, the filing requirement remains and should be met.