Beneficial Ownership Information (BOI) Reporting
A federal reporting regime under the Corporate Transparency Act requiring disclosure of beneficial owners to the Financial Crimes Enforcement Network (FinCEN). Under FinCEN's final rule effective August 14, 2026, entities formed in the United States are exempt from BOI reporting; the obligation now applies only to foreign-formed entities registered to do business in the U.S., and only as to their non-U.S. beneficial owners.
Beneficial Ownership Information (BOI) reporting is a federal disclosure regime created by the Corporate Transparency Act (CTA), administered by the Financial Crimes Enforcement Network (FinCEN). The CTA originally required nearly all U.S. business entities to disclose their beneficial owners to FinCEN. Following the volatile 2024-2025 litigation and rulemaking cycle, FinCEN's March 2025 interim final rule narrowed the obligation, and a final rule effective August 14, 2026 adopted that narrowing as final: entities formed in the United States and U.S. persons are exempt, and only foreign-formed entities registered to do business in a U.S. state remain subject to BOI reporting.
Current state, most U.S. entities exempt
Under FinCEN's March 26, 2025 interim final rule, adopted as final by a rule effective August 14, 2026, the regulatory definition of "reporting company" was revised to exclude all entities formed in the United States. As a result, U.S.-formed corporations, LLCs, limited partnerships, and similar entities, including those previously known as "domestic reporting companies", are not required to file initial, updated, or corrected BOI reports. U.S. persons are also exempt from being identified as beneficial owners of foreign reporting companies, and FinCEN has said it intends to delete, in a one-time sweep, beneficial ownership information previously reported about domestic reporting companies and U.S. persons.
What still requires reporting
Foreign-formed entities (formed under the law of a foreign country) that have registered to do business in any U.S. state or tribal jurisdiction by filing with a secretary of state or similar office remain "reporting companies." A newly registered foreign reporting company must file within 30 calendar days after the earlier of the date it receives actual notice that it has been registered to do business or the date a secretary of state or similar office first provides public notice of the registration. It reports only its non-U.S. beneficial owners and non-U.S. company applicants. The 23 statutory exemptions for entities such as banks, public companies, and large operating companies continue to apply.
Regulatory status, current as of September 2026
FinCEN adopted the domestic exemption in a final rule effective August 14, 2026. The Eleventh Circuit's December 2025 decision upholding the CTA's constitutionality preserves the statute itself, so future rulemaking or legislation could restore broader reporting obligations.
For Texas SMBs, the BOI reporting saga has become a study in regulatory whiplash. The current posture, most U.S. entities exempt, is now set by final rule, though the statute remains on the books and could be applied more broadly by future rulemaking. Beneficial-ownership information is still requested outside the CTA, including by banks under FinCEN's customer due diligence rule, 31 C.F.R. § 1010.230, and in lending and M&A diligence.