BOI Report Filing Deadline: Current 2026 Requirements Under Corporate Transparency Act
The Beneficial Ownership Information (BOI) report is a filing required under Corporate Transparency Act (CTA). Following extensive litigation and a March 21, 2025 interim final rule from Financial Crimes Enforcement Network (FinCEN), most US-formed companies are currently exempt from BOI reporting. Only foreign reporting companies with US registrations remain subject to filing under current rule.
This is a rapidly-changing regulatory area. Confirm current requirements at FinCEN.gov before filing or making a compliance decision. This guide covers current state as of 2026, original deadlines that were in force before interim rule, current requirements for foreign entities, penalties for non-compliance, and how to file if required.
Current BOI status: what changed in 2025
The Corporate Transparency Act took effect January 1, 2024 with broad BOI reporting requirements for domestic and foreign entities. The rule was immediately challenged in federal court, resulting in multiple injunctions and appeals throughout 2024.
On March 21, 2025, FinCEN issued an interim final rule narrowing BOI reporting requirement:
- Domestic (US-formed) reporting companies are no longer required to file a BOI report. All previously filed reports remain on record; no new filings are required from US-formed LLCs, corporations, or similar entities.
- US beneficial owners of foreign reporting companies are no longer required to be reported.
- Foreign reporting companies (formed under non-US law and registered to do business in a US state or tribal jurisdiction) remain subject to BOI reporting but only for their non-US beneficial owners.
The interim rule is subject to future rulemaking. Congress or FinCEN may modify requirement further. Some states have separately introduced state-level BOI reporting rules (New York's LLC Transparency Act, for example) those are separate from federal rule.
Current BOI filing deadlines for foreign reporting companies
Under March 2025 interim rule, only foreign reporting companies are required to file, with these deadlines:
If a foreign entity's beneficial ownership information changes after filing, an updated BOI report is due within 30 days of change.
Domestic reporting companies have no current filing obligation under federal rule. Any state-level BOI-adjacent requirements (New York, California if enacted) operate under separate deadlines set by those states.
Original BOI deadlines (pre-March 2025 rule historical reference)
Before March 21, 2025 interim rule, original BOI deadlines under Corporate Transparency Act were:
These deadlines were subject to multiple court injunctions and enforcement pauses during 2024. Domestic companies that filed under original deadlines are on record no additional action is required. Domestic companies that did not file also have no current obligation under interim rule.
Who counts as a "reporting company" now
Under current (post-March 2025) framework, a reporting company is a foreign entity that:
- Was formed under laws of a country other than United States
- Is registered to do business in any US state or tribal jurisdiction by filing a document with secretary of state or similar office
Domestic entities including LLCs, corporations, and other entities formed under US state law are not currently reporting companies and have no federal BOI filing obligation.
The 23 exemption categories in original CTA (large operating companies, banks, insurance companies, publicly-traded companies, etc.) still exist within statute but are largely moot for domestic entities since all domestic entities are now exempt via interim rule.
What information a BOI report requires (for foreign reporting companies)
If your entity IS required to file (foreign reporting company), BOI report must include:
About reporting company:
- Legal name and any DBA / trade names
- Business street address (not a P.O. Box)
- Jurisdiction of formation (foreign country + US state of first registration)
- Taxpayer identification number (EIN, ITIN, or foreign tax ID)
About each beneficial owner (a natural person, non-US, who directly or indirectly owns 25%+ or exercises substantial control):
- Full legal name
- Date of birth
- Current residential address
- Unique identifying number from an acceptable identification document (passport, driver's license)
- Image of identification document
About each company applicant (individual who filed registration document only required for entities registered on or after January 1, 2024):
- Same personal information as beneficial owners
Under current interim rule, US beneficial owners of foreign reporting companies are exempted from beneficial-owner reporting requirement only non-US beneficial owners must be reported.
Penalties for non-compliance
For foreign reporting companies subject to current rule, willful failure to file or provide false information carries civil penalties of up to $591 per day (indexed annually) and criminal penalties of up to $10,000 in fines and up to 2 years imprisonment.
FinCEN has indicated that willful violations are enforcement focus inadvertent errors, corrected promptly, generally do not trigger penalties. Given ongoing litigation and rulemaking, entities acting in good faith on published guidance are unlikely to face enforcement action.
Domestic entities have no current filing obligation and therefore no current penalty exposure for non-filing under federal rule. State-level BOI requirements (where enacted) have their own penalty structures.
How to file if required
Foreign reporting companies file BOI report electronically through FinCEN's BOI E-Filing System at boiefiling.fincen.gov. There is no filing fee.
Steps:
- Gather required information for reporting company, all non-US beneficial owners, and company applicants
- Collect scanned copies of identification documents (passport pages, driver's licenses)
- Log in to BOI E-Filing System
- Complete online form or upload a PDF version of report
- Save confirmation number issued at submission
Filing typically takes 30–60 minutes for a straightforward foreign reporting company with a small number of beneficial owners. Complex ownership structures (multi-tier holdings, trusts, complex control arrangements) can take substantially longer.
Practical advice for CPA firms and small businesses
For most CPA firms and accountants advising domestic clients, current BOI advice is straightforward: US-formed LLCs, corporations, and other domestic entities do not need to file under federal rule as of March 2025 interim rule. Prior filings remain on record. No new filing action is required from domestic entities.
For firms advising foreign-parent entities with US operations or foreign-registered entities doing business in a US state, filing obligation continues. Track entity's registration date carefully 30-day deadline for post-March 2025 registrations is short.
Watch for changes:
- FinCEN may issue a new rule replacing interim rule
- Congress may amend CTA to reinstate domestic entity requirements
- State-level BOI-adjacent legislation is proliferating (New York LLC Transparency Act, similar bills pending in other states)
For LLC clients specifically, monitor state where entity is registered in addition to federal rule. This is one more compliance item that clean monthly bookkeeping and entity documentation practices make easier to track clients whose entity records are current adapt to rule changes faster than clients scrambling to find formation documents.
Conclusion
As of 2026, US-formed entities are not required to file a BOI report under federal Corporate Transparency Act, per FinCEN's March 21, 2025 interim final rule. Foreign reporting companies with US registrations remain subject to filing. This area continues to evolve confirm current requirements at FinCEN.gov before making filing or compliance decisions.
FAQ
Do I still have to file a BOI report in 2026?
If your entity is US-formed (LLC, corporation, etc. under US state law), no not under federal rule per March 2025 interim final rule. Foreign entities registered to do business in a US state must still file. Check state-level requirements separately.
What is current BOI filing deadline for foreign entities?
Foreign reporting companies registered before March 26, 2025: April 25, 2025. Foreign entities registered on or after March 26, 2025: 30 days from first registration. Changes require an updated filing within 30 days.
Do LLCs still need to file BOI reports?
US-formed LLCs are not currently required to file BOI reports under federal rule per March 2025 interim final rule. Some states (New York) have separate state-level BOI-adjacent reporting requirements check state law.
What happens if I filed BOI before rule changed?
Prior BOI filings remain on record with FinCEN. No action is required to withdraw them. If beneficial ownership information changes on a previously-filed report AND your entity is now exempt (domestic entities), no update is required under current rule.
Who is exempt from BOI reporting?
Under current interim rule, all US-formed entities are effectively exempt from federal BOI reporting. The 23 statutory exemption categories (large operating companies, banks, publicly-traded companies) remain in statute but are largely moot given domestic-entity exemption.
What is penalty for late BOI filing?
For entities still subject to filing (foreign reporting companies), willful violations carry civil penalties up to $591/day (indexed) and criminal penalties up to $10,000 in fines and 2 years imprisonment. Inadvertent errors corrected promptly generally do not trigger penalties.
Can I file BOI myself or do I need a lawyer?
Foreign reporting companies file directly through FinCEN's BOI E-Filing System no attorney required for mechanical filing. Complex ownership structures (multi-tier holdings, trusts, non-standard control arrangements) may benefit from legal review before filing.
What about state-level BOI requirements?
Separate from federal rule. New York's LLC Transparency Act took effect January 1, 2026 for domestic and foreign LLCs registered in New York. Other states have similar bills pending. Check state where each entity is registered.
