BOI Report: What It Is and Whether You Still Have to File
*By {{FH_AUTHOR}} | Last updated: August 2026*
If your company was formed in the United States, you do not file a BOI report. FinCEN issued the final rule on August 11, 2026, and it took effect on August 14, 2026. Companies created in the US, and the US persons who own them, are permanently exempt from beneficial ownership information reporting.
That answer is recent enough that most of the guidance still sitting online says the opposite. This guide covers what the report is, what changed and when, the narrow group of companies that still have to file, what to do about a report you already submitted, and how to recognize the letters and invoices that trade on the confusion.
Key Takeaways
- FinCEN's final rule took effect on August 14, 2026, and permanently exempts US companies from BOI reporting.
- Only entities formed under the law of a foreign country, then registered to do business in a US state, still file.
- A report you already filed needs no update, no correction and no withdrawal.
- There is no fee to file with FinCEN, so any letter demanding payment for it is fraudulent.
- Your state annual report is a separate filing and is still due every year.
What Is a BOI Report?
A BOI report is a beneficial ownership information report filed with FinCEN under the Corporate Transparency Act. It named the people who owned or controlled a company: legal name, date of birth, address and an ID number. Following FinCEN's final rule effective August 14, 2026, companies formed in the United States no longer file one.
FinCEN is the Financial Crimes Enforcement Network, a bureau of the US Treasury. Congress passed the Corporate Transparency Act to make it harder to hide behind anonymous shell companies, and the beneficial ownership information report was the mechanism it chose.
A beneficial owner meant an individual who owned or controlled at least 25 percent of a company, or who exercised substantial control over it. That covered senior officers, anyone able to appoint or remove officers, and anyone making the important decisions.
The report was federal. It had nothing to do with the paperwork your state requires when you start an LLC, and it never replaced any of it.
Do You Still Have to File a BOI Report?
No, not if your company was formed in the United States. FinCEN issued a final rule on August 11, 2026, effective August 14, 2026, that permanently exempts US companies from beneficial ownership information reporting. The exemption is no longer provisional. It replaced the interim final rule published on March 26, 2025.
The FinCEN BOI page states it plainly: US companies are exempt and are no longer required to file BOI reports. The final rule went further than the interim one did. Reporting companies do not report beneficial ownership for US persons, and US persons do not have to hand their details to a reporting company at all.
If you spent 2024 and 2025 getting contradictory advice, that was not you being careless. The requirement was blocked nationwide in December 2024, partly revived that January, reinstated with a March 2025 deadline, then dropped for US companies weeks later. Treasury confirmed along the way that it would not enforce penalties against US citizens or domestic companies.
What changed in August 2026 is the standing of that relief. An interim final rule can still be revised before it is made final, which is why plenty of owners kept a BOI filing on the calendar just in case. The final rule closes the question.
Who Still Has to File a BOI Report, and Who Never Did
Only entities formed under the law of a foreign country that registered to do business in a US state or tribal jurisdiction, and that do not qualify for an exemption. Sole proprietors and general partnerships were never covered, because they are created without a state formation filing and so were never reporting companies.
FinCEN rewrote the definition of a reporting company to mean foreign-formed entities only. A company incorporated abroad that files with a secretary of state to operate here is in scope. A company created in any US state is not, whoever owns it.
| Your business | Must file with FinCEN? |
|---|---|
| LLC or corporation formed in a US state | No, exempt since August 14, 2026 |
| Entity formed abroad, then registered to do business in a US state | Yes, unless it qualifies for an exemption |
| Sole proprietorship | No, and it never was a reporting company |
| General partnership with no state filing | No, and it never was a reporting company |
Foreign reporting companies still have deadlines. Those registered to do business in the US before March 26, 2025 were required to file by April 25, 2025. Those registered on or after that date have 30 calendar days from the notice that their registration is effective. Filing runs through the BOI E-Filing System. For a company that owes a report and skips it, FinCEN lists civil penalties of up to $591 per day for willful violations, plus criminal penalties of up to two years imprisonment and a $10,000 fine, in its BOI FAQs.
The BOI exemptions are worth a word, because they caused real anxiety. The Corporate Transparency Act carved out 23 categories of exempt entity, and FinCEN still lists them. For a US-formed LLC the question is now moot: you sit outside the reporting requirement regardless of which category you might once have fit.
A single member LLC formed in the US is exempt on the same terms as any other US company. Being small, new or owned by one person was never the test. Where the company was formed is.
What to Do If You Already Filed a BOI Report
Nothing. A report filed in 2024 or 2025 does not need to be withdrawn, updated or corrected. FinCEN's final rule states that US persons with a FinCEN ID are not required to update or correct information they previously submitted. The 30 day clock for reporting ownership changes no longer applies to you.
That last point is the one most owners miss. Under the original rule, any change to a beneficial owner's address, name or ID document started a 30 day countdown to file an update, every time, indefinitely. That obligation is gone. If you move house next year, there is nothing to amend.
There is no withdrawal process to chase either, because nothing is left pending. What you submitted stays with FinCEN, and you carry no continuing duty to keep it current.
BOI Scam Letters: There Is No Fee to File
There has never been a fee to file a FinCEN BOI report. FinCEN says so directly and does not send correspondence asking for payment. Any letter, email or invoice demanding money to file your beneficial ownership information is fraudulent, and the exemption has not slowed those mailings down.
FinCEN's fraud alert names the tells. Correspondence referencing a "Form 4022" or a "Form 5102" is fake, because FinCEN has no such forms. Anything claiming to come from a "US Business Regulations Dept." is fake, because no agency by that name exists.
These are the red flags:
- Mail or email requesting payment to submit your beneficial ownership information.
- A QR code or shortened link pointing to a filing page.
- Urgent penalty language with a deadline days away.
- A phone call or email opening a conversation about penalties, which FinCEN does not do.
New company owners are an easy mailing list to assemble, because formation records are public. When something official-looking arrives, check it against FinCEN's BOI page before anyone sends money.
BOI Reporting Is Not Your State or Bank Filing
Three different obligations get called beneficial ownership reporting, and mixing them up is what makes owners either over-file or panic. They separate cleanly.
The federal BOI report to FinCEN is the one that is gone for US-formed companies.
Your state filing is not. Most states require an annual or biennial annual report, which some of them call a statement of information. It carries a fee, it has a deadline, and missing it can cost you good standing and eventually the entity itself. Nothing FinCEN did in 2026 touched it. Our guide to LLC annual requirements covers what actually stays on the calendar, and a certificate of good standing is what you lose access to when a state deadline slips.
The form your bank hands you at account opening is a third thing. Banks collect beneficial ownership details under their own customer due diligence rules. That was never a substitute for the federal filing, and it does not create one now.
One state is worth naming. New York's beneficial owner disclosure took effect on January 1, 2026, and as written it reaches only limited liability companies formed under the law of a foreign country that are authorized to do business there, per the New York Department of State. An LLC formed in New York is not covered. If you are starting an LLC in New York, the state rule lands on the same line the federal one does.
Your BOI Checklist
Run this once and the question is closed:
- Confirm where your company was legally formed, not where it operates.
- If it was formed in any US state, you file nothing with FinCEN.
- If it was formed abroad and registered to do business here, check your registration date against the deadlines above.
- If you already filed, take no action.
- Ignore any invoice offering to make that filing for you for a fee.
- Put your state annual report deadline on the calendar, because that one is real.
A clean compliance calendar starts with a clean formation. Form your LLC with FormationHub.
Disclaimer: FormationHub is not a law firm or an accounting firm, and this article is general information, not legal or tax advice. Filing fees, processing times, and state requirements change. Confirm the current requirements with your state's filing office or the IRS before you file, and talk to a licensed attorney or CPA about your specific situation.
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