If you’re an owner of a Corporation, Limited Liability Company (LLC), Partnership, or other business entity that was formed and operates in the United States, you most likely are not required to file a Beneficial Ownership Information Report (BOI) in 2026.
Generally, only companies that were formed in a foreign country and have registered to conduct business in the United States must file this year, due to changes to the Corporate Transparency Act put into place in March 2025 by the Financial Crimes Enforcement Network (FinCEN).
Do You Need to File a BOI Report in 2026?
If your company meets these criteria, you do not need to file a BOI report in 2026:
- Your business was created in the United States
- Your business is registered with a U.S. state as a Corporation, LLC, Partnership, or other recognized business entity
- Your business is not a foreign company that has registered to conduct business in the United States
Note: If your company was formed under foreign law and has registered to conduct business in the United States, you may qualify for an exemption from filing a BOI report. You can learn more about exemptions on FinCEN’s website.
Why BOI Reporting Rules Keep Changing: Some Background
There has been significant confusion regarding BOI reporting ever since Congress passed the Corporate Transparency Act in 2021.
The Corporate Transparency Act, which is part of the National Defense Authorization Act for Fiscal Year 2021, called for FinCEN to establish a national database of beneficial owners of many small, U.S. companies. A beneficial owner, as defined under the Act, is generally someone who owns at least 25% of the company or who applies “substantial control” over the business.
The stated purpose of the law was to combat crimes including money laundering, operating a shell company, financing terrorists, tax evasion, and others.
In September 2023, FinCEN, which is part of the U.S. Department of the Treasury, released guidelines about who would have to file BOI reports, giving most businesses more than a year to prepare to file.
BOI filing officially began on Jan. 1, 2024, with most small businesses expected to participate by providing the names, addresses, and birth dates of owners, along with certain identification documents, before the end of the year.
However, during 2024, multiple lawsuits were filed challenging the constitutionality of the Corporate Transparency Act. A major federal court ruling in Alabama in March 2024 found the law to be unconstitutional, creating uncertainty about whether businesses should file BOI reports and if the law could be enforced. Deadlines were repeatedly altered as legal rulings were debated, resulting in widespread confusion.
By the beginning of 2025, some injunctions had been lifted and FinCEN temporarily reinstated reporting deadlines. Businesses were given new filing dates, and many began preparing to submit their information.
The March 2025 Rollback
But on March 26, 2025, FinCEN again surprised business owners when it announced major changes to BOI reporting rules. The new rule stated that:
- All business formed in the United State were exempted from BOI reporting
- Any person who was a citizen of the United States was not required to submit their information
- Only certain foreign entities registered within the United States had to file BOI reports
As of late May 2026, there were several bills in Congress related to the Corporate Transparency Act. If pending legislation passes, it would effectively do away with BOI reporting requirements for most U.S. companies on a permanent basis.
Because we’re talking about a law that has changed repeatedly over the past five years, however, I’d advise you to stay informed about the situation. You can find current information and updates on FinCEN’s website.
Why There’s Been So Much Back-and-Forth
The Corporate Transparency Act was controversial from the time Congress passed the law in 2021, with many calling it an invasion of privacy or an example of government overreach. By the time it was implemented in the beginning of 2024, it had become the focus of a major political and legal battle.
Supporters claimed the law was needed because shell companies had been formed in the United States and other crimes were occurring, while objectors complained it was overly burdensome to small businesses that would be forced to file reports.
Legal observers reported that disagreements among the agencies and organizations involved in the matter created confusion and led to ongoing changes in BOI reporting rules.
A timeline of those changes looks like this:
- Congress passed the Corporate Transparency Act in 2021
- FinCEN released guidelines for filing in September 2023
- BOI filing officially began on Jan. 1, 2024
- Enforcement of the Act was stalled later in 2024 as courts dealt with lawsuits filed against it and FinCEN changed filing deadlines to accommodate legal proceedings
- FinCEN temporarily reinstated filing deadlines at the beginning of 2025
- The U.S. Treasury changed its enforcement policies regarding BOI reporting in early 2025, exempting most U.S. companies from having to file
What You Need to Know Going Forward
Although most businesses will not have to file a BOI report in 2026, the Corporate Transparency Act has not been repealed and remains federal law. That means BOI reporting rules could change again, depending on court rulings, changes in administration, and other factors.
It’s also possible that individual states could adopt their own transparency or ownership-reporting requirements, creating a patchwork of rules across the country. My advice is to keep an eye on this issue by checking FinCEN’s BOI Reporting page. And remember that BOI reporting is separate from your other ongoing obligations; your business is still responsible for filings such as annual reports and maintaining a registered agent.
CorpNet Is Here to Help
BOI reporting rules have been a moving target, and I know how stressful it can be to keep up with requirements that seem to change every few months. The good news for 2026 is that the burden has lifted for most U.S. business owners. If you have questions about your specific situation or need help with your ongoing compliance filings, a CorpNet representative is available to help.
Need to File a BOI Report?
CorpNet makes BOI reporting simple! Our business filing experts can take care of all the paperwork for you.
Frequently Asked Questions About BOI Reporting in 2026
Do most small businesses have to file a BOI report in 2026?
No. Under the March 2025 FinCEN rule, businesses formed in the United States are generally exempt. BOI reporting now applies mainly to certain foreign entities registered to do business in the U.S.
Was the Corporate Transparency Act repealed?
No. The CTA has not been repealed and remains on the books as federal law. FinCEN changed how the law is enforced, which is why most domestic companies are currently exempt — but the requirements could change again.
What is a beneficial owner?
A beneficial owner is generally an individual who owns at least 25% of a company or who exercises substantial control over it, as defined under the Corporate Transparency Act.
My company is foreign-formed but registered in the U.S. — do I have to file?
Possibly. Certain foreign entities registered to do business in the United States are still required to file, though some exemptions apply. Review the current rules on FinCEN’s website to confirm your obligation.
