The big news for most U.S. business owners: as of March 21, 2025, FinCEN's interim final rule removed U.S. domestic companies from the BOI reporting requirement entirely. If you're a U.S. citizen with a U.S.-formed LLC or corporation, you almost certainly do not need to file. The rule still applies to foreign-formed entities registered to do business here. The story has changed multiple times — confirm before relying on this.
What changed: If you read about BOI in 2024 and were told every LLC had to file, that's no longer the rule. After a year of court injunctions, FinCEN issued an interim final rule on March 21, 2025 that exempts U.S. domestic reporting companies and U.S. persons from BOI. Always confirm the current status at fincen.gov/boi — the rule could be revised again.
The short history (and why this is confusing)
The Corporate Transparency Act (CTA) took effect January 1, 2024 and originally required nearly every U.S. LLC and corporation to report its beneficial owners — the human beings who actually own or control the entity — to FinCEN. The goal was to crack down on anonymous shell companies used for money laundering.
Then 2024–2025 happened. Federal court injunctions paused enforcement, lifted it, paused it again. By early 2025, many small business owners had filed, many had not, and nobody was sure what the deadline was. In March 2025, Treasury and FinCEN cut the knot: they issued an interim final rule narrowing the definition of "reporting company" to foreign-formed entities only. U.S.-formed LLCs and corporations were taken out of the rule.
Who has to file now (2026)
Under the current rule, a "reporting company" is essentially:
- An entity formed under the laws of a foreign country (a Cayman LLC, a Hong Kong corporation, etc.) and
- Registered to do business in a U.S. state by filing with the secretary of state's office
Even those entities only need to report non-U.S. beneficial owners. U.S. persons are no longer reportable, regardless of which entity they own.
If you formed a Missouri LLC, a Delaware C-Corp, or any other U.S. entity, BOI does not currently apply to you. You also don't need to file an update or a "no longer required" report — the obligation simply isn't there.
What to do if you already filed
Many of our clients filed in 2024 when the rule was in effect. Good news: you don't need to do anything to "unfile." Your prior submission sits in FinCEN's database and has no ongoing consequences. You also no longer have to file 30-day updates every time an officer's address changes — that requirement only applies to entities still in scope.
If you have a foreign-formed entity
For clients with offshore holding companies or foreign LLCs registered in the U.S., the rule still bites. You need to:
- Identify each non-U.S. beneficial owner — anyone who owns 25%+ or exercises substantial control, who isn't a U.S. citizen or permanent resident
- Gather their info — full legal name, date of birth, residential address, and a scan of a passport or other acceptable ID
- File via the FinCEN portal at boiefiling.fincen.gov — there's still no filing fee
- Save the transcript and re-file within 30 days of any change to reported info
Penalties for non-compliance haven't changed: civil fines up to $606/day (adjusted for 2026 inflation) and, for willful violations, criminal penalties up to two years and $10,000.
If you're a U.S. small business owner, the simplest version of the 2026 rule is: BOI doesn't apply to you anymore. If you have anything cross-border, it might.
Common situations we still see
- Single-member U.S. LLC owned by a U.S. citizen — no filing required.
- U.S. LLC with one foreign partner — no filing required (the entity itself is U.S.-formed, which is what the rule keys on).
- Foreign-formed entity registered to do business in the U.S. — filing required, but only non-U.S. owners are reported.
- U.S. LLC owned entirely by a foreign holding company — no filing for the U.S. LLC; the foreign parent may have its own obligation if it's also registered here.
- "BOI compliance" mailers asking for $200–$500 — still a scam. FinCEN does not charge a filing fee, and as of 2026 most recipients of those letters don't need to file at all.
What could change again
The interim final rule is exactly that — interim. A future Treasury or Congress could revisit it, and litigation around the CTA is ongoing. We watch this closely on behalf of clients with cross-border structures, and we'll update this page if the scope changes. For now, U.S.-only business owners can take BOI off their worry list.
How we can help
If you have a foreign-formed entity with U.S. operations, we still handle BOI filings end-to-end (typically $125 per entity, plus 30-day updates as needed). If you're a U.S. business owner who filed in 2024 and just wants confirmation that you're now in the clear — or you got one of the scam letters and want a sanity check — send us a note. Most of these are quick conversations.