BOI Reporting After the Rule Change: Which Companies Still Need to File With FinCEN | CORPIUS

BOI Reporting After the Rule Change: Which Companies Still Need to File With FinCEN | CORPIUS

BOI reporting under the Corporate Transparency Act looks very different in 2026 than it did in late 2024. The FinCEN Interim Final Rule effective March 26, 2025 eliminated BOI reporting obligations for all U.S.-formed entities. What remains is a targeted, foreign-entity-focused BOI reporting requirement. This guide provides a clear, current framework for determining whether your company still has a BOI reporting obligation with FinCEN in 2026 — and what to do if it does.

Step-by-Step BOI Reporting Decision Framework

Step 1: Where Was Your Entity Formed?

If your LLC, corporation, partnership, or other entity was formed by filing a document with a U.S. secretary of state or similar state-level office — you are a domestic entity. You are fully exempt from BOI reporting. No FinCEN BOI filing is required. Stop here.

If your entity was formed under the law of a foreign country — proceed to Step 2.

Step 2: Is Your Foreign Entity Registered to Do Business in the U.S.?

If your foreign entity has filed a Certificate of Authority, Foreign Entity Registration, Foreign Corporation/LLC Registration, or equivalent document with any U.S. state or tribal jurisdiction — you are a foreign BOI reporting company under the current rules. Proceed to Step 3.

If your foreign entity has NOT filed any registration document with a U.S. state or tribal jurisdiction — review carefully with legal counsel to confirm you fall outside the current FinCEN BOI reporting company definition.

Step 3: Does Your Foreign Entity Qualify for a CTA Exemption?

The CTA includes 23+ BOI reporting exemption categories. Review each against your company's characteristics. Key exemptions for foreign entities include:

·        Large operating companies: 20+ U.S. full-time employees, $5M+ U.S. gross receipts, physical U.S. office

·        SEC-registered issuers of securities

·        Banks and federally regulated financial institutions

·        Registered investment companies and advisers

·        Subsidiaries controlled entirely by exempt entities

If an exemption applies, document the basis clearly. A BOI reporting exemption claimed without documentation creates compliance risk if FinCEN modifies the rules or conducts an examination.

Step 4: What Must You File for BOI Reporting?

File a BOI report through FinCEN's BOIR portal at fincen.gov/boi. The report requires:

·        Company information: full legal name, trade names, principal U.S. address, jurisdiction of formation, EIN or TIN

·        Company applicants: individuals who filed the registration document in the U.S. — legal name, DOB, address, ID document number and image

·        Non-U.S. beneficial owners only: individuals exercising substantial control or holding 25%+ ownership interests who are not U.S. citizens or residents — same required fields as company applicants

BOI Reporting Deadlines in 2026

Companies registered in the U.S. before March 26, 2025: BOI reporting deadline was April 25, 2025. If not yet filed, you are overdue. File promptly and consult counsel regarding penalty exposure.

Companies registering in the U.S. on or after March 26, 2025: 30 calendar days from effective registration notice to file initial BOI report.

Updates and corrections: Report any change in BOI within 30 days of the change. BOI reporting updates are ongoing obligations.

If Your Company Already Filed Under the Prior BOI Reporting Rules

Companies that filed BOI reports for domestic entities before the March 26, 2025 rule change — when domestic companies were still required to file — are not required to withdraw, correct, or update those reports under the current Interim Final Rule. No affirmative BOI reporting action is needed in response to having filed under the prior framework.

Monitor for the Final FinCEN BOI Rule

The current FinCEN BOI framework is governed by an Interim Final Rule. FinCEN accepted public comment through May 27, 2025. A final BOI reporting rule is expected but has not been published as of April 2026. The final rule could modify the current framework. Monitor fincen.gov for publication of the final BOI reporting rule.

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