BOI Reporting 2026 Update: Do LLCs Still Have to File?

The Corporate Transparency Act passed Congress in 2021 to combat anonymous shell company abuse, and its FinCEN reporting rule went live January 1, 2024 with an estimated 32 million-plus US entities in scope[1]. By December 2024 a federal district court in Texas had enjoined enforcement. By March 2025 the Treasury Department had reversed course entirely and exempted every domestically-formed company. The simple question most LLC owners ask, "do I still have to file?", now has an unambiguous answer for US-domestic entities (no) and an equally clear answer for foreign-formed entities registered in US states (yes). Getting to those two answers required walking through a sequence of court orders and a rewritten federal rule, and that timeline is the structure of this article. If your structure question is still open, our S-corp calculator and LLC versus sole proprietorship guide cover the entity-form decisions that surround BOI.

The current rule, in one paragraph

As of May 24, 2026, FinCEN's beneficial ownership reporting requirement applies only to entities formed under the law of a foreign country that have registered to do business in any US state or tribal jurisdiction by filing a document with a secretary of state or similar office[2]. All entities created in the United States, including those previously classified as "domestic reporting companies," and all US persons are exempt from the requirement. Foreign reporting companies are also not required to report any beneficial owner who is a US person. This rule was published as an interim final rule in the Federal Register on March 26, 2025 (90 FR 13688)[3] and remains in effect while FinCEN finalizes it.

The 18-month timeline: how we got here

The state of BOI reporting in 2026 is the end product of seven distinct rulings, stays, and rule changes between September 2024 and March 2025. The chronology matters because most of the confusion you will see in older articles or recycled Reddit threads is the result of citing one node in this sequence as if it were the final word. Read the timeline end to end before you decide what to do.

1. Jan 1, 2024 Rule live
   CTA reporting rule (31 CFR 1010.380) takes effect
   Entities formed before Jan 1, 2024 are given until Jan 1, 2025 to file initial reports. Entities formed on or after Jan 1, 2024 are given 30 or 90 days from formation depending on the year. Estimated 32M+ entities in scope[1].
2. Sep 20, 2024 Constitutional challenge filed
   Texas Top Cop Shop, Inc. files suit in E.D. Tex.
   A Texas firearms-and-tactical retailer, a libertarian advocacy group (NFIB), and several individual plaintiffs sue Treasury and FinCEN alleging the CTA exceeds Congress's enumerated powers and violates the Fourth Amendment[5].
3. Dec 3, 2024 Nationwide injunction
   Judge Mazzant grants nationwide preliminary injunction
   Judge Amos Mazzant of the Eastern District of Texas enjoins enforcement of the CTA and the FinCEN reporting rule nationwide, with weeks to go before the original Jan 1, 2025 filing deadline. Holding: CTA likely exceeds Congress's commerce power[5].
4. Dec 23, 2024 Stay granted
   Fifth Circuit motions panel stays the injunction
   The Fifth Circuit's motion panel grants the government's emergency motion and stays the injunction pending appeal. FinCEN reactivates the filing portal and announces a Jan 13, 2025 extended deadline[6]. Compliance attorneys and BOI filing services nationwide spend three days re-instructing clients.
5. Dec 26, 2024 Stay vacated
   Fifth Circuit merits panel vacates the stay
   Three days later, the Fifth Circuit's merits panel vacates the motion panel's stay, restoring the nationwide injunction. The filing requirement is once again blocked. Treasury and FinCEN seek emergency Supreme Court intervention[6].
6. Jan 23, 2025 SCOTUS stay
   Supreme Court stays the injunction (McHenry v. Texas Top Cop Shop)
   The Supreme Court, on the government's emergency application, stays the district court's injunction pending the Fifth Circuit's resolution of the appeal. Justice Jackson dissents. The stay reactivates the reporting requirement in theory, but FinCEN does not immediately resume enforcement and a separate nationwide injunction in Smith v. Treasury remains in place[7].
7. Mar 2, 2025 Treasury non-enforcement
   Treasury announces it will not enforce the CTA against US persons
   Treasury Secretary Bessent issues a press release announcing the suspension of enforcement against US citizens and domestic reporting companies, including suspending all fines and penalties associated with current reporting deadlines[8]. Treasury commits to proposed rulemaking that will narrow the reporting requirement to foreign reporting companies only.
8. Mar 21, 2025 Interim final rule
   FinCEN issues interim final rule narrowing reporting to foreign companies
   FinCEN announces an interim final rule that revises the definition of "reporting company" in 31 CFR 1010.380 to exclude all US-formed entities[9]. The rule also exempts US persons from being reported as beneficial owners of any reporting company.
9. Mar 26, 2025 Federal Register publication
   Interim final rule published at 90 FR 13688
   The rule is published in the Federal Register and becomes effective on publication. New deadlines: foreign reporting companies registered before March 26, 2025 must file by April 25, 2025; foreign reporting companies registered on or after March 26, 2025 have 30 calendar days from the date their US registration becomes effective[3].
10. Apr 2025 Comment period
    Public comment period opens, closes May 27, 2025
    FinCEN opens the interim final rule for public comment. The Small Business Administration's Office of Advocacy commends the narrowed rule[10]. Multiple anti-money-laundering NGOs and Senate Banking Committee members submit comments urging restoration of domestic scope.
11. 2025-2026 Constitutional litigation continues
    Eleventh Circuit affirms CTA constitutionality
    The Eleventh Circuit holds that the CTA is a constitutional exercise of Congress's Commerce Clause authority and does not facially violate the Fourth Amendment. The ruling does not change practical enforcement because the FinCEN rule, not the statute, currently controls who must file[11].
12. May 2026 Rule still operates in interim status
    FinCEN has not yet finalized the interim final rule
    As of May 24, 2026, the March 2025 interim final rule remains in effect and has not been replaced by a final rule. FinCEN had originally indicated finalization by late 2025; the agency now says finalization is expected during 2026[4]. The domestic exemption is currently the live rule.

Three questions that tell you if you must file

Skipping the timeline and going straight to the answer for your entity: walk the three questions below. The decision tree distills the rule down to one of four outcomes. Most US small business owners land on the leftmost branch in under fifteen seconds.

What foreign reporting companies actually have to do

The roughly 12,000 to 20,000 entities still subject to BOI in 2026 are foreign-formed companies that have registered with a US state to do business there. Common shapes: a Canadian Ltd. that registered to do business in Delaware, a UK Ltd. that opened a branch in California, a Cayman Islands LLC that filed in Wyoming, an Irish DAC that registered to operate in New York. If you are running one of these, the obligation has a few specific contours.

What gets reported. Each beneficial owner who is not a US person gets reported with their legal name, date of birth, residential address, and a non-expired identification document (passport, driver's license, or other government-issued ID) along with an image of that document[13]. The company itself reports its legal name, any trade names, the address of its US principal place of business, jurisdiction of formation, and US taxpayer identification number. Company applicants who are US persons are not reported. Beneficial owners who are US persons are not reported.

When it is due. Foreign reporting companies registered before March 26, 2025 had to file an initial BOI report by April 25, 2025. Foreign reporting companies registered to do business in any US state on or after March 26, 2025 have 30 calendar days from the date the US registration becomes effective[3]. Updates and corrections continue on a 30-day cadence from the date of change.

Where it gets filed. The FinCEN Beneficial Ownership Secure System (BOSS) portal at boiefiling.fincen.gov. Filing is free. There is no FinCEN-charged fee. Paid services (registered agents, "compliance bureaus") exist and may help, but the official channel costs nothing to use. If you read mail from a "BOI Compliance Bureau" demanding hundreds of dollars to file on your behalf, that is the standard post-formation scam pattern and you should ignore it.

If you already filed for your US entity

A material fraction of US-domestic LLCs and corporations filed BOI reports between January 2024 and March 2025 before the rule changed. If you were one of them, the practical situation is straightforward and a little uncomfortable in equal measure.

You do not have to do anything. The March 2025 rule did not require domestic entities to file or update reports going forward, and FinCEN did not issue any directive about previously-submitted reports. The data you submitted remains in the BOSS system, accessible to authorized federal, state, tribal, and foreign law enforcement under the same restricted-access regime the original rule contemplated. There is currently no FinCEN-published mechanism to request deletion of a properly-filed BOI report[2]. There is no legal pathway we are aware of to compel deletion.

If your beneficial ownership information has changed since you filed (new ownership, new addresses, new ID numbers), you do not need to file an update for the US-domestic entity. The update obligation only applies to entities currently subject to the reporting rule, which under the March 2025 amendment does not include US-domestic entities. The original report sits as a snapshot.

What could change, and how to monitor it

The domestic exemption is policy, not statute. The Corporate Transparency Act itself (31 USC 5336) remains on the books and has been upheld as constitutional by at least one federal appellate court. The exemption could be reversed in at least three ways, and any LLC owner with a multi-year compliance horizon should know what to watch.

FinCEN replaces the interim final rule. The most likely route. The current administration's FinCEN issued the interim final rule and intends to finalize it in 2026. A future administration's FinCEN could replace it with a different rule that restores the original scope, or with a final rule that codifies the exemption permanently. Watch for Federal Register notices of proposed rulemaking with docket numbers tied to 31 CFR 1010.380.

Congress codifies one direction or the other. Bills are pending in both chambers. The Repealing Big Brother Overreach Act (variations introduced in House and Senate) would repeal the CTA outright[14]. The Corporate Transparency Reform Act (counter-proposal) would restore the original domestic scope and add reforms. Neither has cleared committee in current form. Track via congress.gov on bill numbers H.R. 425 and counterpart Senate bills.

Litigation produces a contrary ruling. The Eleventh Circuit upheld the CTA's constitutionality, but the Fifth Circuit's eventual merits ruling on Texas Top Cop Shop, and any subsequent Supreme Court review, could go either direction. A circuit split would substantially raise the odds of Supreme Court review.

Where LLC owners are still getting tripped up

The interim final rule resolved the headline question for domestic entities, but it did not resolve the secondary questions that come up in practice. The patterns below are the ones we see most often in CPA forums and small-business compliance threads in 2026.

State-level beneficial ownership rules are a separate problem

The federal CTA story dominated 2024-2025 headlines and the March 2025 exemption resolved the federal question for US-domestic entities. The state-level story is just beginning. New York's LLC Transparency Act took effect January 1, 2026 with its own beneficial-ownership reporting framework that does not depend on federal CTA status[15]. California, Massachusetts, and a handful of other states have proposed similar legislation. None of these state regimes are affected by the FinCEN interim final rule, which addresses only federal obligations under the federal statute.

If your LLC is formed or registered in any state that has enacted or is considering a state beneficial-ownership rule, treat it as a separate compliance track. State filings, state fees, and state penalty regimes are independent of the federal exemption. A New York-formed LLC is exempt from federal BOI under the March 2025 rule but obligated to report under the NY LLC Transparency Act starting in 2026.

Our sales tax nexus guide covers the general pattern of multi-state compliance obligations for LLCs, and the EIN guide covers federal taxpayer identification basics that BOI and state filings both reference.

Practical action checklist as of May 2026

What you should actually do, given everything above. Four numbered items, ordered by how much most LLC owners need them.

1. US-domestic LLC, never filed: Do nothing for federal BOI. Set a quarterly reminder to check fincen.gov/boi. If your state has enacted a state-level beneficial-ownership rule, comply with that separately.
2. US-domestic LLC, already filed in 2024-2025: Do nothing. Your report remains on file with no further obligation. There is no current pathway to request deletion. If your beneficial ownership has changed, no update is required for the US-domestic entity.
3. Foreign-formed entity registered in any US state: File via fincen.gov/boi if you have not already. The deadline if you registered after March 26, 2025 was 30 days from US registration effectiveness. If you missed it, file as soon as practical and consult an attorney about exposure. Filing is free directly with FinCEN.
4. Entity considering S-corp election or restructure: BOI status is one variable in the entity decision. The bigger lever is tax treatment. Run the numbers via our S-corp calculator before changing structure for BOI reasons alone. Read our S-corp vs LLC comparison for the tax-side framing.

Free tools that pair with this article

Software handles the recording, the calculators handle the decisions, and the brain doc has to be the operator. Three CeoCult tools that compound with your BOI awareness:

• The S-corp election calculator tells you whether your revenue justifies a tax-treatment change before you restructure. BOI is downstream of structure.
• The quarterly tax deadline dashboard tracks the four IRS deadlines so the next compliance scare does not catch you mid-quarter.
• The 1099 vs W-2 calculator sizes the tax difference between contractor and employee classification, useful if your LLC is hiring.

Frequently asked questions

Bottom line

If your LLC or corporation was formed in a US state, you do not currently have to file a federal BOI report. That is the whole answer for the roughly 32 million US-domestic entities that were originally in CTA scope. If your entity was formed under foreign law and registered to do business in a US state, you do still have to file, and the deadline runs 30 days from the date of US registration effectiveness.

Either way, the rule is interim, the underlying statute is intact, and several reinstatement paths exist. Set a quarterly reminder to check fincen.gov/boi and treat the current exemption as live but not permanent.

1. Financial Crimes Enforcement Network, Small Entity Compliance Guide. FinCEN.gov, current edition. ↩
2. Financial Crimes Enforcement Network, Beneficial Ownership Information Reporting. Live portal page accessed May 24, 2026. ↩
3. Federal Register, Beneficial Ownership Information Reporting Requirement Revision and Deadline Extension, 90 FR 13688, March 26, 2025, FinCEN docket number FINCEN-2025-0002, RIN 1506-AB49. ↩
4. Financial Crimes Enforcement Network, Interim Final Rule Questions and Answers. FinCEN.gov, accessed May 24, 2026. ↩
5. Texas Top Cop Shop, Inc. v. Garland, No. 4:24-cv-00478 (E.D. Tex.), preliminary injunction order entered December 3, 2024. ↩
6. Texas Top Cop Shop, Inc. v. Garland, No. 24-40792 (5th Cir.), motion panel stay order December 23, 2024, merits panel order vacating stay December 26, 2024. ↩
7. McHenry v. Texas Top Cop Shop, Inc., 604 U.S. ___ (2025), Supreme Court order granting stay January 23, 2025, Justice Jackson dissenting. ↩
8. U.S. Department of the Treasury, Treasury Department Announces Suspension of Enforcement of Corporate Transparency Act Against U.S. Citizens and Domestic Reporting Companies, press release SB0038, March 2, 2025. ↩
9. Financial Crimes Enforcement Network, FinCEN Removes Beneficial Ownership Reporting Requirements for U.S. Companies and U.S. Persons, Sets New Deadlines for Foreign Companies, news release, March 21, 2025. ↩
10. U.S. Small Business Administration, Office of Advocacy, Advocacy Commends FinCEN Interim Final Rule on Beneficial Ownership, May 29, 2025. ↩
11. Eleventh Circuit decision on CTA constitutionality, summarized at Procopio, Latest Corporate Transparency Act Guidance, 2025. ↩
12. 31 USC 5336(a)(11)(B) (the 23 statutory exemptions to "reporting company"). Statute text via U.S. House Office of the Law Revision Counsel. ↩
13. 31 CFR 1010.380 as amended by 90 FR 13688 (March 26, 2025), required reporting data fields. ↩
14. Repealing Big Brother Overreach Act, H.R. 425 and companion Senate bills, 119th Congress. Track via congress.gov. ↩
15. New York LLC Transparency Act, NY Limited Liability Company Law Article 12, effective January 1, 2026. Background at Beancount, Corporate Transparency Act in 2026 guide. ↩