Do you still need to file a BOI report? Who files in 2026, when, and how to spot the scams

BOI, beneficial ownership information, is what the Corporate Transparency Act requires companies to report to FinCEN, a bureau of the U.S. Treasury. As of October 2026, only "foreign reporting companies" file: entities formed under foreign law that registered to do business in a U.S. state by filing a document with that state. Companies formed in the U.S. and U.S. persons are permanently exempt.

Description: Read top to bottom; each row is a common situation and the answer.

Situation	File?	Notes
LLC or corporation formed in a U.S. state, U.S. owners	No	Domestic companies are permanently exempt
LLC or corporation formed in the U.S., foreign owners (for example individuals or companies in mainland China or Hong Kong)	No	What counts is where the company was formed, not the owners' nationality; a company 25% or more foreign-owned still files Form 5472 every year
Company formed in Hong Kong, mainland China or elsewhere that registered as a foreign entity in a U.S. state	Yes	File within 30 days of registration, reporting only non-U.S. beneficial owners
Foreign company with a U.S. bank account or U.S. customers but no state registration	Generally no	Only foreign companies registered with a state are reporting companies
Foreign company that fits one of the 23 exemptions (for example a large operating company)	No	Large operating company: more than 20 full-time U.S. employees, a physical U.S. office, and more than $5,000,000 of U.S.-source gross receipts on the prior year's return
Foreign LLC authorized to do business in New York	Federal yes, and New York too	New York LLC Transparency Act: existing registrants file by 2026-12-31

• "Foreign" means where the company was formed, not who owns it: If you live in China and formed a Delaware LLC in your own name, it's a domestic company and doesn't file. If your Hong Kong company files for a certificate of authority in North Carolina, it's a foreign reporting company.
• U.S. persons aren't reported: Foreign reporting companies don't report beneficial owners or company applicants who are U.S. persons, and U.S. persons don't have to give those companies their information.
• The exemptions still apply: The 23 exemptions, including public companies, banks, large operating companies, certain tax-exempt entities and subsidiaries of exempt entities, are unchanged.

Foreign companies registered in the U.S. before March 26, 2025 had a deadline of April 25, 2025. Those registered later file within 30 calendar days after the registration takes effect (notice from the state or public registration). Filing is free through FinCEN's BOI e-filing system. Changes are reported within 30 days, and so are corrections once an error is discovered.

• Company information: Legal name and any trade names (DBAs), principal place of business in the U.S., country of formation and the state of first U.S. registration, and a taxpayer ID (an EIN if it has one, otherwise a foreign tax ID).
• Beneficial owners (non-U.S. persons only): Each individual who directly or indirectly owns 25% or more, or exercises substantial control (a senior officer, someone who can appoint or remove most directors, or who directs important decisions). For each: name, date of birth, residential address, an identification number and issuing country, and an image of the document (usually a passport for non-U.S. persons).
• Company applicants: Up to two people who filed or directed the filing of the state registration. Since the final rule, U.S.-person company applicants aren't reported.
• FinCEN ID: An individual can get a FinCEN ID and give it to the company instead of the full details. A non-U.S. person's FinCEN ID information must also be updated within 30 days of a change.
• A foreign company whose owners are all U.S. persons: It still reports its company information, just with no beneficial owners.

Which changes require an update?

New owners, a change of senior officers, a new address, a beneficial owner's new passport (a new ID number) or a company name change all mean reported information has changed, and an updated report is due within 30 days.

Willfully failing to file or update, or filing false information, carries a civil penalty of $606 a day (the 2025 inflation-adjusted amount) and possible criminal penalties of up to a $10,000 fine, 2 years in prison, or both. FinCEN has said it won't enforce BOI penalties against domestic companies or U.S. persons.

• It accrues daily: The civil penalty runs for each day the violation continues.
• It's aimed at willful violations: The statute targets willful failures and false reports, and correcting an error within 90 days generally falls within a safe harbor.
• Still live for foreign companies: Foreign reporting companies weren't exempted, and the penalty provisions didn't change.
• No new inflation adjustment in 2026: Federal civil penalties weren't adjusted for inflation in 2026, so as of October 2026 the latest figure we've seen is still $606.

Reporting started January 1, 2024, went through court injunctions, a restart and another pause, was narrowed to foreign companies in March 2025, and became permanent in August 2026. In court, the Eleventh Circuit upheld the Corporate Transparency Act as constitutional in December 2025, but that doesn't change Treasury's rule exempting domestic companies.

Description: Top to bottom in date order; the last column shows whether domestic companies had to file at the time.

Date	Event	Domestic companies at the time
2021-01-01	Corporate Transparency Act enacted with the defense authorization act	Not yet started
2022-09-30	FinCEN publishes the reporting rule	Not yet started
2024-01-01	Reporting begins: pre-2024 companies due 2025-01-01; 2024 formations within 90 days; 2025 formations within 30 days	Required
2024-03-01	Alabama federal court (NSBU v. Yellen) rules the law unconstitutional, for the plaintiffs only	Required (except plaintiffs)
2024-12-03	Texas federal court (Texas Top Cop Shop) issues a nationwide injunction	Paused
Late December 2024	The Fifth Circuit lifts, then restores, the injunction; FinCEN briefly extends the deadline to 2025-01-13	Back and forth
2025-01-23	Supreme Court stays the Texas Top Cop Shop injunction, but a separate nationwide stay in Smith remains	Paused
2025-02-17 / 02-18	The Smith court stays its own order; FinCEN sets a 2025-03-21 deadline	Restarted, due March 21
2025-02-27 / 03-02	FinCEN says no fines before a new rule; Treasury says it won't enforce against U.S. citizens or domestic companies	Not enforced
2025-03-26	FinCEN interim final rule: domestic companies and U.S. persons exempt; foreign companies due 2025-04-25	Not required
December 2025	The Eleventh Circuit upholds the Corporate Transparency Act, reversing the Alabama ruling	Not required (exemption stands)
2026-01-01	New York LLC Transparency Act takes effect, for foreign LLCs registered in New York only	Not required
2026-08-11 / 08-14	FinCEN issues the final rule, effective on Federal Register publication August 14: domestic companies permanently exempt, U.S.-person data to be deleted	Permanently not required
2026-12-31	New York: deadline for foreign LLCs registered before 2026	Not required

• Could it change again?: Yes. The rule reversed course several times in three years, and Congress or a future administration could revisit it. We'll keep this guide updated.

New York does. Its LLC Transparency Act took effect January 1, 2026. The governor vetoed an amendment in December 2025 that would have broadened it, so it now applies only to foreign (non-U.S.-formed) LLCs authorized to do business in New York. North Carolina has no state beneficial ownership filing.

• Who files: LLCs formed outside the U.S. that are authorized to do business in New York. LLCs formed in any U.S. state don't.
• When: By December 31, 2026 for LLCs registered before 2026; within 30 days of filing for authority for LLCs registered from 2026 on. An annual statement follows each year.
• What: Similar to the federal report, but U.S.-citizen beneficial owners aren't reported; exempt LLCs file a statement of exemption. The fee is $25.
• If you don't: A filing more than 30 days late is marked past due; after notice and a cure period, the LLC can be suspended from doing business in New York, and two consecutive years of non-filing makes it delinquent, with fines of up to $500 a day.

FinCEN's warnings: BOI filing is free; FinCEN doesn't ask for payment by mail, email or phone, and doesn't send first penalty notices by email or phone. Letters that mention "Form 4022," "Form 5102" or a "US Business Regulations Dept." are fake.

• The usual pitch: A letter or email saying "Your company's BOI is overdue, scan to pay $xxx," or "Penalties of $591 a day apply," with a QR code, a link or a phone number.
• "BOI filing services" pitched to domestic companies: Domestic companies don't need to file at all, so there's nothing to pay anyone for.
• How to check: Go to fincen.gov yourself rather than clicking links or scanning codes in the message. If you're not sure, send us a photo of the letter.
• Your state annual report isn't BOI: North Carolina's annual report (see yclcpa.com/annual) is real and still due. Don't confuse it with a BOI scam.

Nothing with FinCEN: no filing, no update and no deletion request. What matters now is ignoring the scams, filing state annual reports and tax returns as usual, filing Form 5472 if the company is foreign-owned, and checking whether any company you own abroad registered in a U.S. state.

1. No more BOI: Past reports don't need updating, and FinCEN will delete U.S.-person information without a request.
2. State annual reports continue: Annual reports and registered agent requirements haven't changed.
3. U.S. companies 25% or more foreign-owned: File Form 5472 with a pro forma Form 1120 every year; the penalty is $25,000 per missed form (see yclcpa.com/5472).
4. Banks still collect beneficial owner information: The federal rule for bank account openings hasn't changed, so update the bank when owners or the controlling person change (see yclcpa.com/changes).
5. A company abroad that registered in a U.S. state: If your Hong Kong or mainland company registered as a foreign entity in a state, that company files BOI, and a foreign LLC registered in New York files there too.
6. Keep ownership records: Keep the stock ledger, operating agreement and transfer documents. You'll need them for banks, loans and visa cases, and if the rules change again.

First check where the company was formed and whether it registered with any U.S. state, then decide whether it files. The common situations are below.

• Situation A: An LLC or corporation formed in the U.S. (any owners). No BOI, and past reports need nothing further. Keep up with state annual reports and tax returns, and file Form 5472 if 25% or more is foreign-owned.
• Situation B: A Hong Kong or mainland company registered as a foreign entity in a U.S. state. That foreign company files BOI within 30 days of registration, reporting only non-U.S. beneficial owners, and updates within 30 days when owners, officers or the address change.
• Situation C: A foreign LLC registered in New York. It files both the federal BOI report and the New York LLC Transparency Act filing, due by December 31, 2026 if registered before 2026.
• Situation D: You got a BOI letter or email asking for payment. Don't pay and don't scan anything. Check fincen.gov yourself or send us a photo.
• Situation E: You already filed BOI for a domestic company. Nothing to update and no deletion request needed; FinCEN will delete U.S.-person information.