Is BOI reporting still required? Who still files in 2026

Since BOI reporting began, the rules under the US Corporate Transparency Act have changed course more than once. If you set up a Delaware LLC from Dubai or London in 2024, you were probably told to file a beneficial ownership information (BOI) report, possibly under threat of daily fines. Then the rules changed, and changed again.

So, is BOI reporting still required? For most readers of this article, the answer is short and good news. A small group of companies still has real obligations, though, and there is a new state law in New York that catches some of the same businesses. Scammers are also still sending official-looking letters to people who no longer need to file anything.

This guide sets out where things stand as of October 2026. It covers who still files, what they report and the deadlines that apply. It also covers the penalties at stake and the filings that matter more for most foreign-owned US entities. It draws on FinCEN's BOI guidance, checked on 16 October 2026.

Is BOI reporting still required? The answer in October 2026

If your company was formed in the US, whether as an LLC or a corporation, the answer is no. FinCEN's final rule of 11 August 2026 permanently removed BOI reporting for US companies and US persons. That applies whoever owns the company, including owners who live and hold citizenship outside the US.

Only one category still files with FinCEN: foreign reporting companies. These are entities formed under the law of another country that have registered to do business in a US state. Even they report only their non-US beneficial owners.

In practice, that splits businesses into two groups:

• US-formed LLCs and corporations (Delaware, Wyoming, Florida and so on): no federal BOI report, no updates and no corrections.

• Foreign-formed entities registered in a US state (for example a UK limited company or a UAE free zone company registered as a foreign entity in California): BOI report still required.

If you are in the first group, you can stop worrying about FinCEN. You still have other filings to deal with, and those are covered below.

What changed: the 2025 interim rule and the 2026 final rule

The shift happened in two stages. On 21 March 2025, FinCEN announced an interim final rule, published in the Federal Register on 26 March 2025. It took US companies and US persons out of scope. Overnight, the millions of domestic LLCs and corporations that had been told to file were exempt.

An interim rule can be changed, so the position was not yet settled. That uncertainty ended on 11 August 2026, when FinCEN issued its final rule. The exemption became permanent. FinCEN says the rule took effect when it was published in the Federal Register on 14 August 2026.

The final rule also deals with the past. FinCEN is deleting information previously reported by US persons. If you are a US person with a FinCEN ID, you do not need to update or correct anything you filed in 2024 or early 2025.

For non-US owners of US companies, the 2025 interim rule had already removed the duty to file. The 2026 rule settles the question for good.

Non-US owners of US LLCs and corporations

Suppose a Wyoming LLC is owned by a UAE resident, or a Delaware C-corp is owned by a UK holding company. Under the current rules, neither files a federal BOI report. FinCEN's Q&A on the interim rule says it plainly: domestic entities created in the US and their beneficial owners are exempt from initial, updated and corrected reports. The owner's nationality makes no difference.

This catches people out. The CTA, as it now stands, looks at where an entity was formed, not where its owners live, and only foreign-formed entities report.

The filings that still apply are where your attention should go:

• Form 5472 with a pro forma 1120. A foreign-owned single-member LLC must file these with the IRS each year, and the penalties for missing them are steep. Our guide to Form 5472 and the pro forma 1120 covers the detail.

• State annual taxes and reports. Delaware, Wyoming and most other states charge an annual tax or fee, and most also expect an annual report (a Delaware LLC pays a flat annual tax and files no report). Missing it can put your company out of good standing.

• A registered agent. Every US entity needs one in its state of formation, and in any state where it registers.

If you are still choosing a structure, it helps to understand the trade-offs in choosing between an LLC and a C-corp. The ongoing compliance load differs between the two.

Foreign companies registered to do business in a US state

This is the group that BOI reporting for foreign companies still covers. A foreign reporting company is an entity formed under the law of a foreign country that has registered to do business in a US state or tribal jurisdiction. It registers by filing with a secretary of state or a similar office.

The classic example is a UK or UAE company that opens a US branch rather than forming a US subsidiary. If you are weighing those options, see our piece on whether to use a branch or subsidiary for your first overseas entity. The BOI difference is one more factor to consider.

A foreign reporting company reports its own details plus any beneficial owners who are not US persons. It does not report US-person beneficial owners or US-person company applicants. A beneficial owner is any individual who exercises substantial control over the company, or who owns or controls at least 25% of its ownership interests. Readers used to UBO filings in the UAE will find the 25% threshold familiar.

Deadlines depend on when you registered:

• Registered on or after 26 March 2025: file within 30 calendar days of notice that your registration is effective.

• Registered before 26 March 2025: the deadline was 25 April 2025. If you missed it, file now.

• Updates: within 30 days of any change, such as a new 25% owner.

• Corrections: within 30 days of becoming aware of an error.

The penalties are real. Under FinCEN's BOI FAQ K.2, wilful violations can bring a civil penalty of up to $500 a day, adjusted for inflation ($591 when FinCEN published the FAQ). Criminal penalties can mean up to two years in prison and a fine of up to $10,000. FinCEN has said it will not enforce BOI penalties against US citizens or domestic reporting companies, but that assurance does not cover foreign reporting companies.

State laws: the New York LLC Transparency Act

Federal rules are not the whole story. The New York LLC Transparency Act came into force on 1 January 2026. Its scope mirrors the current federal rule.

The Act applies only to LLCs formed under the law of a foreign country and authorised to do business in New York. LLCs formed in other US states, such as Delaware, are exempt. Each covered LLC files either a beneficial ownership disclosure or an attestation of exemption with the New York Department of State. The timing works like this:

• Authorised on or after 1 January 2026: file within 30 days of applying for authority.

• Authorised before 1 January 2026: file by 31 December 2026.

• After that: an annual filing.

Each filing costs $25. Missing deadlines escalates quickly. More than 30 days late, and the LLC shows as "past due" on the public database. After more than two years, it becomes "delinquent". The Attorney General may fine up to $500 a day. If you fail to file within 30 days of a Department of State notice, the LLC is "suspended" and cannot do business in New York, and removing that status costs $250.

A bill to extend the Act to US-formed LLCs (S8432) was vetoed on 19 December 2025. Laws can change, so check the Department of State's LLC Transparency Act page before you rely on any of this. The FAQ quoted here reflects the law in effect on 23 December 2025.

What to do now, and how to spot a BOI scam

Start with a quick check based on the type of company you have:

1. US-formed LLC or corporation, any owners: no BOI report. Focus on IRS forms, state reports and your registered agent.

2. Foreign-formed company registered in any US state: file a BOI report covering non-US beneficial owners. Diarise 30-day update windows.

3. Foreign-formed LLC authorised in New York: also file the New York disclosure or attestation by 31 December 2026, or within 30 days if newly authorised.

Next, be ruthless with your inbox. FinCEN does not make first contact about CTA penalties by email or phone. Scam letters usually ask for payment, include links or QR codes, or refer to forms that do not exist, such as "Form 4022" or "Form 5102". Ignore any demand for a fee to file a BOI report for a US company. That company has nothing to file.

Most of these mistakes come from scattered records. Ownership data sits in one place, state deadlines in another and IRS forms with an accountant. Cosmos keeps ownership filings, registered agent details and annual deadlines in one place across every entity you run, so changes trigger the right update instead of a scramble. If you manage several companies, our notes on running filings across a multi-entity group go further.

Frequently asked questions

Does my US LLC need a BOI report if I am not a US citizen? No. Since March 2025, US-formed companies have been exempt whoever owns them, and the August 2026 final rule made that permanent. Your obligations are IRS filings such as Form 5472, state reports and keeping a registered agent.

Is there a fee to file a BOI report? No. Filing with FinCEN is free. Anyone charging you to file a BOI report for a US company is either selling a service you do not need or running a scam.

Do I need to update a BOI report I filed in 2024? Not if it was for a US company. FinCEN is deleting information previously reported by US persons, and US persons with a FinCEN ID need not update or correct past filings. Foreign reporting companies must still keep their reports current within 30 days of any change.

Does New York's law apply to my Delaware LLC? No. The New York LLC Transparency Act covers only LLCs formed under the law of a foreign country and authorised to do business in New York. A Delaware LLC is exempt, although a bill to widen the scope was vetoed in December 2025, so watch for further changes.

If you only remember one thing, make it this. Where your company was formed now matters far more than who owns it. US-formed entities are out of the federal BOI regime for good. Foreign-formed entities registered in a US state still report, and New York adds a second layer for LLCs formed outside the US, with a deadline of 31 December 2026 for those authorised in New York before 2026.

Use the time you save on BOI to get the filings that still carry penalties right. If you want one place to track them across every entity, talk to Cosmos.