BOI reporting is over for U.S. companies: who still files in 2026

Do I need to file a BOI report in 2026?

No, if your company was formed in a U.S. state. That covers an LLC organized in Texas, a corporation incorporated in Delaware and every other entity created by filing with a U.S. secretary of state. You have no initial report, no update and no correction to file with FinCEN, now or in future years.

How it got here, in three dates:

The final rule adopts the 2025 interim rule with limited changes. FinCEN's BOI page now says it plainly: "U.S. companies are exempt from BOI reporting requirements and therefore, are no longer required to file BOI reports." If you got a FinCEN ID as a U.S. person, you do not have to keep it updated either.

What happens to the BOI you already filed

Millions of small businesses filed before the 2025 exemption. FinCEN says it will delete the information reported by U.S. persons. It plans to do this in one sweep of the database, not on request, so there is nothing to ask for. It will not send you a confirmation; it will post a notice on its website when the deletion is finished.

One detail matters: FinCEN says that if information about a U.S. company or U.S. person shows up in a filing made after February 10, 2027, it does not expect to delete it. Do not file a "voluntary" report to be safe. There is nothing to be safe from.

Who still has to report beneficial ownership to FinCEN

Only a company formed under the law of a foreign country that registers to do business in a U.S. state or tribal jurisdiction. Its rules:

• Deadline: 30 days from the earlier of the day it gets actual notice that its U.S. registration is effective or the day the state first gives public notice of it. The final rule kept 30 days after a commenter asked for 90.
• Who it reports: only its beneficial owners who are not U.S. persons. It does not report U.S. owners or U.S. company applicants.
• Penalties: still apply to foreign reporting companies and foreign persons.

Say a design firm formed in Ontario registers in Florida and receives notice that the registration is effective on November 2, 2026. Thirty days later is December 2, 2026: its initial report is due by then, listing only its owners who are not U.S. persons. Its Florida-formed competitor down the street files nothing.

New York's LLC Transparency Act is separate

New York has its own disclosure law, and it reaches the same narrow group. It applies only to LLCs formed under a foreign country's law and authorized to do business in New York. LLCs formed in New York or in another U.S. state are exempt and file nothing.

For the foreign-formed LLCs it covers, the New York Department of State says:

An LLC in that group that qualifies for an exemption still files an attestation of exemption. Each filing costs $25 and is made online. The Attorney General can fine a late filer up to $500 a day. The state's own compliance guide gives December 30, 2026 in one passage and December 31 in another, so file by December 30.

Watch for BOI scam letters and emails

FinCEN's BOI page still warns about letters and emails dressed up as government notices. Its warning signs:

• Any request for payment. There is no fee to file BOI directly with FinCEN, and FinCEN does not send correspondence asking for payment to file.
• A "Form 4022" or "Form 5102." FinCEN has neither; correspondence citing them is fraudulent.
• A sender called the "US Business Regulations Dept."
• A link or QR code you are asked to click or scan.

The common mistake: an owner pays a "BOI compliance" service that mailed a look-alike notice, for a filing no U.S. company owes.

What to do now

1. Check where your company was formed. Your articles of organization or incorporation name the state.
2. Formed in a U.S. state: do nothing federal, and do not file a voluntary report.
3. Throw away any BOI letter that asks for money.
4. Formed abroad and registered here: report your non-U.S. owners to FinCEN within 30 days of registration, and if you are an LLC authorized in New York before 2026, file there by December 30, 2026.
5. Keep a one-page entity record (formation state, states where you are registered, owners and their percentages). Your bank may still ask who owns the business when you open an account; that comes from a separate bank rule this final rule did not change.

BOI was never a tax filing, and none of this touches your books. Your real year-end filings are on the year-end bookkeeping checklist.