BOI Reporting in 2026: Most U.S. Companies Are Exempt
The Corporate Transparency Act's BOI requirement was the most talked-about small-business filing of 2024 — and then, in March 2025, FinCEN removed it for every company formed in the United States. Here is exactly where the rule stands, who still files, and what it means for your LLC.
What Changed in March 2025
On March 26, 2025, FinCEN published an interim final rule that redefined “reporting company” under the Corporate Transparency Act to mean only entities formed under the law of a foreign country that have registered to do business in a U.S. state or tribal jurisdiction. Every entity created in the United States — the former “domestic reporting companies” — was formally exempted, and U.S. persons no longer have their beneficial-ownership information reported at all.
The key test is where the entity was formed, not who owns it. A single-member Wyoming LLC owned by a founder in Karachi, Dubai, or London is a U.S.-formed entity — exempt. A company incorporated abroad that registers to operate in Texas is a foreign reporting company — it files.
Who Must Still File
Foreign-formed companies registered to do business in a U.S. state, unless another exemption applies. Current deadlines: entities registered before March 26, 2025 had until April 25, 2025 to file; entities registering on or after that date file within 30 days of their registration becoming effective. Any change to a filed report must be updated within 30 days.
Who Is Exempt
Every LLC, corporation, or similar entity created by filing with a U.S. secretary of state — including foreign-owned single-member LLCs. If we formed your company in Wyoming, Delaware, Texas, or any other state, you have no BOI filing, update, or correction obligation under the current rule. The CTA's original categorical exemptions (banks, SEC-registered companies, large operating companies, nonprofits, and roughly twenty other categories) also remain available to foreign filers.
What Foreign Filers Report
A foreign reporting company discloses its entity details plus, for each beneficial owner with 25%+ ownership or substantial control: full legal name, date of birth, residential address, and a government-issued ID number with an image of the document. Beneficial owners who are U.S. persons are excluded from reporting.
Penalties
For companies still required to file, willful violations carry civil penalties of over $600 per day (adjusted annually for inflation) and criminal exposure of up to $10,000 and two years' imprisonment. Filing directly through FinCEN's system is free of charge.
What This Means for You
If your company was formed in the U.S., you can ignore “urgent BOI deadline” solicitations — under the current rule there is nothing to file, and anyone selling you a mandatory BOI filing for a domestic LLC is selling you something you don't need. If you operate a foreign-formed entity registered in a U.S. state, SK Financial prepares and submits the FinCEN filing for $75 all-inclusive. Unsure of your status? We confirm it free of charge — and we monitor FinCEN rulemaking, so if the scope of the rule ever changes, our clients hear it from us first.