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Do You Have to File a BOI Report for Your LLC in 2026? Probably Not, and Here Is Why

The short answer

If your LLC was formed in a U.S. state, you almost certainly do not have to file a beneficial ownership information report, known as a BOI report, with FinCEN. A rule that took effect on March 26, 2025 exempted companies created in the United States and the people who own them.

That is a real reversal, and it is recent enough that a large share of the guidance online, and a number of services still selling BOI filings, have not caught up. This post is about the current rule and how to tell whether the small set of remaining requirements touches you.

Decision diagram showing that LLCs formed in a US state are not required to file a BOI report while foreign-formed entities registered in the US still must, with cautions that the rule is interim and that paid filing offers are marketing
Source: FinCEN interim final rule effective March 26, 2025 (RIN 1506-AB49). This is general information, not legal advice.

What BOI reporting was, and why everyone was talking about it

The Corporate Transparency Act created a requirement for many small companies to report who ultimately owns or controls them to FinCEN, the Treasury Department's financial crimes bureau. The stated goal was a registry of company owners to make shell-company money laundering harder.

For most of 2024 and into early 2025 this was a live, and confusing, obligation. Deadlines moved. Courts issued and lifted injunctions. Formation services and law firms sent urgent reminders. A lot of new business owners came away with the firm impression that forming an LLC now meant filing a federal ownership report or facing steep penalties.

Then the ground shifted.

What changed in March 2025

On March 21, 2025, FinCEN announced an interim final rule removing the BOI reporting requirement for U.S. companies and U.S. persons. It was published in the Federal Register on March 26, 2025.

Two changes matter for anyone forming an LLC:

  • Domestic entities are exempt. All entities created in the United States, including the ones the original rule called domestic reporting companies, and their beneficial owners, are exempt from the requirement to report BOI to FinCEN.
  • The definition of who must report was narrowed to foreign companies. FinCEN revised reporting company 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.

So the population the rule now covers is much smaller, and a typical LLC formed in Delaware, Wyoming, your home state, or anywhere else in the U.S. is not in it.

Who does still have to file

The requirement did not vanish entirely. It now applies to foreign reporting companies, meaning businesses formed under the law of another country that have registered to do business in the United States by filing with a secretary of state or a similar office.

Even for those companies, FinCEN narrowed what gets reported: a foreign reporting company is not required to report any U.S. persons as beneficial owners, and U.S. persons are not required to report BOI for such a company. The deadlines for foreign reporting companies run on a 30-day clock tied to their U.S. registration.

If you are a U.S. person who formed a normal U.S. LLC, none of that is you. If you own or operate a U.S. branch of a company organized abroad, that is the situation where the current requirement can still apply, and it is worth confirming with a professional.

Why someone is still trying to sell you a BOI filing

Search for BOI filing and you will still find services offering to file your mandatory report for a fee, often framed with a countdown and a penalty warning. Two things to hold onto.

FinCEN does not charge a fee to file a BOI report. When the requirement did apply, the filing itself was free and done directly on FinCEN's site. An offer to file a government form on your behalf for $99, $149, or $199 is a paid convenience service at best, and at worst it is trading on confusion about a requirement that no longer applies to you.

The urgency is doing a job. A hard deadline and a penalty number are effective at getting people to pay quickly without checking. The actual current rule, that domestic companies are exempt, is the exact fact those pitches leave out.

This is the same pattern we flag across the site: a rule changes, the old panic content stays up, and someone monetizes the gap. If a solicitation about your LLC's ownership report arrives by mail or email with an official-looking seal, treat it the way you would any unsolicited demand, and verify it against FinCEN directly before paying anything.

Two cautions before you file this away as settled

It is an interim final rule. FinCEN issued this as an interim rule and has said it intends to finalize a rule, and it accepted public comments. That means the requirement could change again. Nothing here is a promise that domestic LLCs are exempt forever; it is a description of the rule in effect now. If you form a company, it is reasonable to check FinCEN's BOI page once in a while rather than assume the answer is frozen.

This is federal. Your state obligations are separate. Being exempt from BOI does not change anything you owe your state: the formation filing, your annual or biennial report, your registered agent, and any franchise tax or fee all still apply and still have their own deadlines. Those are the filings that actually keep your LLC in good standing, and they are the ones worth your attention.

If you are still in the process of forming, our guide to starting an LLC walks through the state-level steps, our LLC costs by state page and cost calculator cover the fees that are real, and our registered agent guide explains the one ongoing role your state does require. More short answers are on the business formation answers hub.

Related Business Formation guides

Sources

  1. FinCEN, Beneficial Ownership Information Reporting
  2. FinCEN news release, FinCEN Removes Beneficial Ownership Reporting Requirements for U.S. Companies and U.S. Persons (March 21, 2025)
  3. Federal Register, Beneficial Ownership Information Reporting Requirement Revision and Deadline Extension (published March 26, 2025)
  4. FinCEN, Beneficial Ownership Information Frequently Asked Questions

Related reading

General educational information only; not legal or tax advice. State fees and requirements change; verify with your state's filing office. Consult an attorney or tax professional about your situation. Last updated July 2026.