BOI reporting in 2026: do U.S. LLCs and corporations still have to file?

FinCEN announced in March 2025 that it was revising the Corporate Transparency Act reporting rule so that entities created in the United States are no longer treated as reporting companies for federal BOI reporting. FinCEN's current guidance states that U.S.-created entities, including domestic LLCs and corporations that were previously in scope, are exempt from the federal BOI filing requirement.

This is an important change from the original 2024 rollout, so older checklists and formation articles can now be wrong even if they were accurate when published.

FinCEN's current reporting-company definition focuses on certain entities formed under foreign law that register to do business in a U.S. state or Tribal jurisdiction. FinCEN also provides specific rules about whose beneficial-owner information must be reported by those foreign reporting companies.

A federal BOI exemption does not eliminate corporate books, cap tables, state annual reports, tax ownership schedules, bank KYC requirements, or information requested by a tax professional. Those are separate records and can still require ownership information.

Because the BOI rules have changed materially, verify the current FinCEN BOI page before relying on an old deadline or filing instruction.

The practical lesson from the 2024 and 2025 changes is that ownership compliance should not rely on an old onboarding checklist. Keep the source of the current rule with the compliance record and recheck FinCEN when the entity's status, jurisdiction of formation, or reporting rules change.

For a U.S.-created entity that is exempt under the current federal rule, record why no filing is scheduled instead of simply deleting BOI from the calendar. That leaves a reviewer with the current rationale and makes a later rule change easier to evaluate. Foreign entities registered in the United States should review the current FinCEN definitions and exemptions against their own facts.