BOI report for an LLC in 2026: FinCEN's final rule (91 FR 52508, effective August 14, 2026) exempts every US-formed company
An LLC formed in any US state does not file a beneficial ownership information (BOI) report with FinCEN in 2026. FinCEN's final rule, published at 91 FR 52508 and effective August 14, 2026, made permanent the exemption that began with the interim final rule of March 26, 2025. FinCEN's BOI page now says: "U.S. companies are exempt from the Beneficial Ownership Information (BOI) reporting requirements and therefore, are no longer required to file BOI reports." Only companies formed under the law of a foreign country and registered to do business in a US state or tribal jurisdiction still file, and they leave out US owners.
- US-formed LLC (any state)
- No BOI report: not initial, updated or corrected
- Final rule
- 91 FR 52508-52528, FR Doc. 2026-16576, RIN 1506-AB67
- Final rule issued
- August 11, 2026
- Published and effective
- August 14, 2026
- Interim final rule it made permanent
- 90 FR 13688, published and effective March 26, 2025
- Regulation
- 31 CFR 1010.380
- Who still files
- Foreign-formed entities registered to do business in a US state or tribal jurisdiction, unless an exemption applies
- Deadline for a foreign company registered on or after March 26, 2025
- 30 calendar days after notice of registration
- Fee to file with FinCEN
- $0
Figures above were read from FinCEN's BOI page, the final rule in the Federal Register, FinCEN's final rule questions and answers, and the eCFR text of 31 CFR 1010.380 on 2026-10-16. See sources.
Who must file now, and who does not
The current regulation defines a "reporting company" only as an entity formed under the law of a foreign country and registered to do business in a US state or tribal jurisdiction by a filing with a secretary of state or similar office. The paragraph that once covered US-formed companies, 31 CFR 1010.380(c)(1)(i), now reads "[Reserved]". A separate exemption, 31 CFR 1010.380(c)(2)(xxiv), lists any domestic entity "Created by the filing of a document with a secretary of state or any similar office under the law of a State or Indian tribe."
The test is where the company was formed, not who owns it. FinCEN's BOI page says "all entities created in the United States" are exempt, which includes a US LLC whose owners live abroad.
| Who | BOI duty to FinCEN as of October 2026 | Rule |
|---|---|---|
| LLC or corporation formed in a US state (single-member or multi-member) | None. Not a reporting company | 31 CFR 1010.380(c)(1), (c)(2)(xxiv) |
| LLC or corporation formed in a US state with foreign owners | None. Formation in the US is what counts | 31 CFR 1010.380(c)(2)(xxiv) |
| Company formed abroad and registered to do business in a US state | Files a BOI report unless an exemption applies; reports only non-US beneficial owners | 31 CFR 1010.380(a), (b)(5)(i), (c)(1)(ii) |
| US person who owns or controls a foreign reporting company | Not reported, and need not give BOI to the company | 31 CFR 1010.380(b)(5) |
| US person who helped register a foreign company (company applicant) | Not reported (new in the August 2026 final rule) | 31 CFR 1010.380(b)(5) |
| US person who already holds a FinCEN ID | No duty to update or correct it (new in the final rule) | 31 CFR 1010.380(b)(4)(iii)(A) |
| Non-US person who holds a FinCEN ID | Updates or corrects it within 30 calendar days | 31 CFR 1010.380(b)(4)(iii)(A) |
What a US LLC owes FinCEN: nothing to file
For a US-formed LLC there is no initial report, no update when members change, and no annual report to FinCEN. FinCEN's final rule questions and answers say the final rule "permanently removes the requirement for U.S. companies and U.S. persons to report BOI to FinCEN." The same document states that the rule "imposes no reporting requirements additional to those that were already in effect".
The exemption does not repeal the Corporate Transparency Act itself (31 U.S.C. 5336). It is an exemption issued by regulation under the authority the Act gives the Secretary of the Treasury to exempt classes of entities, as the final rule's background section explains.
Separately, banks and other covered financial institutions still collect beneficial ownership information from legal entity customers under the Customer Due Diligence Rule. FinCEN's questions and answers describe this as a "continuing requirement" for covered financial institutions. That is a bank account-opening step, not a FinCEN filing by the LLC.
Deadlines for foreign reporting companies
The final rule adopted the interim rule's timing "without change". The deadlines are in 31 CFR 1010.380(a).
| Report | Deadline |
|---|---|
| Initial report, registered to do business before March 26, 2025 | No later than April 25, 2025 |
| Initial report, registered on or after March 26, 2025 | Within 30 calendar days of the earlier of actual notice of registration or the state's first public notice |
| Initial report after losing an exemption | Within 30 calendar days after the date it no longer meets the exemption |
| Updated report after a change in reported information | Within 30 calendar days after the change |
| Corrected report after finding an error | Within 30 calendar days after the company becomes aware or has reason to know |
A foreign reporting company reports its own details (legal name, trade names, address, foreign jurisdiction of formation, the state where it first registers, and its taxpayer identification number) and its non-US beneficial owners, according to FinCEN's questions and answers. Filing is through FinCEN's BOI E-Filing System. FinCEN's FAQ B.4 says: "There is no fee for submitting your beneficial ownership information report to FinCEN."
The civil penalty for a BOI reporting violation under 31 U.S.C. 5336(h)(3)(A)(i) is listed in 31 CFR 1010.821 as $606 per day for penalties assessed on or after January 17, 2025 (the statute's figure is $500). FinCEN's own FAQ still gives $591, the figure "As of the time of publication of this FAQ".
Timeline: from the 2024 rule to the 2026 final rule
| Date | Event |
|---|---|
| January 1, 2024 | Original BOI Reporting Rule (87 FR 59498, September 30, 2022) takes effect for domestic and foreign reporting companies |
| December 3, 2024 | Federal court in the Eastern District of Texas (Texas Top Cop Shop) preliminarily enjoins enforcement nationwide |
| January 23, 2025 | US Supreme Court stays that injunction pending appeal |
| March 2, 2025 | Treasury announces it will not enforce the CTA against US citizens and domestic reporting companies |
| March 21, 2025 | FinCEN announces the interim final rule |
| March 26, 2025 | Interim final rule published and effective (90 FR 13688); US-formed companies exempt |
| April 25, 2025 | Deadline for foreign reporting companies registered before March 26, 2025 |
| August 11, 2026 | FinCEN issues the final rule and announces deletion of BOI previously reported for US persons |
| August 14, 2026 | Final rule published and effective (91 FR 52508) |
| February 10, 2027 | Cutoff named in the final rule: US-person BOI filed after this date is not expected to be deleted |
Reports already filed: FinCEN plans to delete US-person data
Millions of companies filed before the interim rule. In the final rule, FinCEN says it expects to delete information about company applicants, beneficial owners and FinCEN ID holders who reported an identifying document it "reasonably believes was provided by a U.S. person", in one sweep of the database. FinCEN says it does not anticipate asking US companies or persons to request removal, and does not intend to confirm deletions to them. It also says: "FinCEN will provide notice to the public on its website when it has completed the deletion process." As of October 16, 2026, we found no such completion notice on FinCEN's BOI page or BOI newsroom.
The final rule also says that if BOI about a US company or US person is included in a filing made after February 10, 2027, FinCEN does not anticipate deleting it.
Court cases
The final rule lists the earlier cases. The nationwide Texas Top Cop Shop injunction was stayed by the Supreme Court on January 23, 2025. The Alabama ruling in National Small Business United v. Yellen, which had held the Act unconstitutional for the plaintiffs, was reversed and remanded by the Eleventh Circuit, cited in the final rule as 161 F.4th 1323 (11th Cir. 2025). FinCEN's BOI page still carries a litigation alert about that case marked "Updated February 19, 2025", which predates the reversal. We found no court order after August 14, 2026 that changes the final rule; we checked FinCEN's BOI pages and the Federal Register's list of FinCEN documents, not court dockets.
Outdated guidance and scam letters
Parts of FinCEN's own FAQ page still describe the 2024 rules, such as filing deadlines of January 1, 2025. The page's notice says "Some information on this website may be outdated." and tells readers to disregard guidance stating that US companies must report BOI.
FinCEN's BOI page warns about fraudulent letters and emails. It says FinCEN has no "Form 4022" or "Form 5102", that no government body called "US Business Regulations Dept." exists, and that "There is NO fee to file BOI directly with FinCEN."
State law: New York's LLC Transparency Act
New York has its own beneficial ownership disclosure law for LLCs, in sections 1106 to 1108 of the Limited Liability Company Law, filed with the New York Department of State. Its scope matches the federal one: the Department's FAQ says "Domestic limited liability companies and foreign limited liabilities formed in another state or U.S. territory, including companies formed in Puerto Rico, and authorized to do business in New York State, are exempt from reporting requirements."
| New York rule | What the Department of State says |
|---|---|
| Who files | LLCs formed under the law of a foreign country and authorized to do business in New York, from January 1, 2026 |
| Who does not | LLCs formed in New York, another state or a US territory |
| Deadline, authorized before January 1, 2026 | December 31, 2026 |
| Deadline, new authorization | Within 30 days of filing the application for authority |
| How often | Initial and annual statements (or attestations of exemption) |
| Fee | $25 per statement or attestation |
| If late | "Past due" after 30 days, then "suspended"; a $250 fine to remove the status |
So a US-formed LLC has no beneficial ownership filing in New York either. An LLC formed abroad and authorized in New York files with both FinCEN and the New York Department of State, and the Department's FAQ says US-person owners are not included.
This page is general information, not legal or tax advice. Whether a company has a filing duty depends on its facts, where it was formed and where it is registered.
What we could not confirm
- The current official text of New York LLC Law sections 1106 to 1108: the New York Senate's law pages refused our requests (HTTP 403). The New York section above relies on the Department of State's own pages.
- Whether FinCEN has finished deleting US-person BOI: no completion notice on FinCEN's BOI page or BOI newsroom as of October 16, 2026.
- Beneficial ownership laws in states other than New York: not checked.
Questions
Do I need to file a BOI report for my LLC in 2026?
Do I need to file BOI every year?
Do I need to file BOI in Florida or Texas?
My LLC already filed a BOI report. Do I have to update it?
Is a letter asking me to pay to file my BOI report from FinCEN?
Related records: LLC filing fees and yearly costs by state and registered agent service prices compared.
Sources
- Beneficial Ownership Information Reporting (alerts on the final rule, deadlines, scams and litigation) - FinCEN, read 2026-10-16
- FinCEN Permanently Ends Beneficial Ownership Reporting Requirements for Millions of Small Business Owners (August 11, 2026) - FinCEN press release, read 2026-10-16
- Final Rule: Questions and Answers - FinCEN (PDF), read 2026-10-16
- Beneficial Ownership Information Reporting Requirement Revision, final rule, 91 FR 52508 (August 14, 2026) - Federal Register, read 2026-10-16
- Beneficial Ownership Information Reporting Requirement Revision and Deadline Extension, interim final rule, 90 FR 13688 (March 26, 2025) - Federal Register, read 2026-10-16
- 31 CFR 1010.380, Reports of beneficial ownership information - eCFR, read 2026-10-16
- 31 CFR 1010.821, Penalty adjustment and table - eCFR, read 2026-10-16
- FinCEN Removes Beneficial Ownership Reporting Requirements for U.S. Companies and U.S. Persons, Sets New Deadlines for Foreign Companies (March 21, 2025) - FinCEN press release, read 2026-10-16
- Frequently Asked Questions (BOI) - FinCEN, read 2026-10-16
- BOI Newsroom - FinCEN, read 2026-10-16
- Treasury press release on the final rule (August 11, 2026) - US Department of the Treasury, read 2026-10-16
- Beneficial Owner Disclosure - New York Department of State, read 2026-10-16
- Beneficial Ownership Disclosure Frequently Asked Questions - New York Department of State, read 2026-10-16
Source links are not affiliate links. This page is general information, not legal, tax or financial advice.
