Do I still have to file a BOI report in 2026?

Under FinCEN's Interim Final Rule effective 2025-03-21, only entities formed in a foreign country AND registered to do business in the United States are required to file. U.S.-formed corporations, LLCs, and limited partnerships are exempt for as long as the IFR remains in force. The decision tool above walks the two-question test.

What is the Corporate Transparency Act?

The Corporate Transparency Act (CTA), enacted in 2021 as part of the National Defense Authorization Act, requires "reporting companies" to file Beneficial Ownership Information (BOI) with FinCEN identifying individuals with 25%+ ownership or substantial control. The implementing rule is codified at 31 CFR §1010.380. The March 2025 IFR amended the rule to exclude domestic reporting companies and U.S.-person beneficial owners while litigation continues.

What are the 23 BOI exemptions?

The CTA carves out 23 categories of entities that are not "reporting companies" even if they would otherwise meet the definition. They include: securities issuers, banks, credit unions, broker-dealers, investment advisers, insurance companies, tax-exempt entities, large operating companies (>20 U.S. FTEs, >$5M gross receipts, U.S. office), and inactive entities. The decision tool above lets you select the matching exemption; the full list is enumerated below.

What happens if I file a BOI report when I am no longer required to?

There is no statutory penalty for over-filing. FinCEN has stated that voluntary submissions will be accepted and processed. However, you take on a 30-day update obligation for any change to the information you reported, so over-filing creates an ongoing administrative burden with no offsetting benefit when the IFR exempts you.

When are BOI reports due if I am a foreign reporting company?

For foreign entities still subject to the rule: initial reports are due within 30 days of registering to do business in the U.S. Updates and corrections are due within 30 days of any change to the reported beneficial ownership information. Reports are filed through the FinCEN BOI E-Filing System; there is no filing fee.

Is the BOI rule going to change again?

Likely. The IFR is interim — FinCEN signalled in the March 2025 publication that a final rule will follow notice-and-comment. Pending litigation (National Small Business United v. Yellen and parallel suits) and Congressional bills (the Repealing Big Brother Overreach Act, among others) could further alter or repeal the domestic scope. We re-verify this page each quarter; the dateModified header reflects the last review.

Beneficial Ownership Information (BOI) compliance — are you still required to file?

FinCEN's March 21, 2025 Interim Final Rule narrowed the Corporate Transparency Act’s reach to foreign reporting companies. Run the decision tool to confirm your status, then review the 23 statutory exemptions.

By Ryan Grippe, Founder of EarnDrift

Last reviewed: September 18, 2026 · Reviewed against OBBBA 2026 (Pub. L. 119-21) and IRS Form 1099-NEC Instructions.

Educational reference only — not legal or tax advice. State and federal rules change; verify current thresholds with your CPA before filing.

Check if your entity still has to file a BOI report

Under FinCEN's Interim Final Rule effective 2025-03-21, most U.S.-formed entities no longer have to file. This tool walks the test in two questions.

1. Was your entity created by filing with a U.S. state secretary of state (or equivalent tribal office)?

The 23 statutory exemptions in full

Even before the March 2025 IFR narrowed the rule to foreign reporting companies, the CTA exempted 23 categories of entities. They remain in force and matter for foreign reporting companies that may match one.

23 BOI exemptions under 31 CFR §1010.380(c)(2)
#	Exemption	Quick test	Citation
1	Securities reporting issuer	You file reports under §13 or §15(d) of the Securities Exchange Act of 1934.	31 CFR §1010.380(c)(2)(i)
2	Governmental authority	You are a U.S. governmental authority or operate exclusively on its behalf.	§(c)(2)(ii)
3	Bank	You are a bank as defined in the Federal Deposit Insurance Act or Investment Company Act.	§(c)(2)(iii)
4	Credit union	You are a federal or state credit union under the Federal Credit Union Act.	§(c)(2)(iv)
5	Depository institution holding company	You are a holding company of a bank or savings association.	§(c)(2)(v)
6	Money services business	You are registered with FinCEN as an MSB under 31 U.S.C. §5330.	§(c)(2)(vi)
7	Broker or dealer in securities	You are registered as a broker-dealer with the SEC.	§(c)(2)(vii)
8	Securities exchange or clearing agency	You are an SEC-registered exchange or clearing agency.	§(c)(2)(viii)
9	Other Exchange Act registered entity	You are otherwise registered with the SEC under the 1934 Act.	§(c)(2)(ix)
10	Investment company or investment adviser	You are registered with the SEC under the Investment Company Act or Investment Advisers Act.	§(c)(2)(x)
11	Venture capital fund adviser	You qualify for the venture-capital adviser exemption under §203(l) of the Advisers Act.	§(c)(2)(xi)
12	Insurance company	You are an insurance company as defined in the Investment Company Act.	§(c)(2)(xii)
13	State-licensed insurance producer	You hold a state insurance-producer license and have a physical U.S. office.	§(c)(2)(xiii)
14	Commodity Exchange Act registered entity	You are registered with the CFTC under the Commodity Exchange Act.	§(c)(2)(xiv)
15	Accounting firm	You are a public accounting firm registered under §102 of Sarbanes-Oxley.	§(c)(2)(xv)
16	Public utility	You are a regulated public utility providing telecom, electrical, or natural gas service in the U.S.	§(c)(2)(xvi)
17	Financial market utility	You are designated as a financial market utility by the Financial Stability Oversight Council.	§(c)(2)(xvii)
18	Pooled investment vehicle	You are a pooled investment vehicle operated by a person described in another exemption.	§(c)(2)(xviii)
19	Tax-exempt entity	You are described in §501(c) and exempt under §501(a), a §527 political org, or a §4947(a) trust.	§(c)(2)(xix)
20	Entity assisting a tax-exempt entity	You operate exclusively to provide financial assistance to or hold governance rights over a §(c)(2)(xix) entity.	§(c)(2)(xx)
21	Large operating company	You have >20 full-time U.S. employees, >$5M in gross receipts on the most recent federal return, AND a physical U.S. office.	§(c)(2)(xxi)
22	Subsidiary of certain exempt entities	You are owned or controlled 100% by one or more entities in exemptions (i)–(xxi) excluding MSBs, pooled vehicles, and assisting entities.	§(c)(2)(xxii)
23	Inactive entity	You were in existence on or before Jan 1, 2020; not engaged in active business; not foreign-owned; no change of ownership in past 12 months; no asset >$1k.	§(c)(2)(xxiii)

Frequently asked questions

Do I still have to file a BOI report in 2026?: Under FinCEN's Interim Final Rule effective 2025-03-21, only entities formed in a foreign country AND registered to do business in the United States are required to file. U.S.-formed corporations, LLCs, and limited partnerships are exempt for as long as the IFR remains in force. The decision tool above walks the two-question test.
What is the Corporate Transparency Act?: The Corporate Transparency Act (CTA), enacted in 2021 as part of the National Defense Authorization Act, requires "reporting companies" to file Beneficial Ownership Information (BOI) with FinCEN identifying individuals with 25%+ ownership or substantial control. The implementing rule is codified at 31 CFR §1010.380. The March 2025 IFR amended the rule to exclude domestic reporting companies and U.S.-person beneficial owners while litigation continues.
What are the 23 BOI exemptions?: The CTA carves out 23 categories of entities that are not "reporting companies" even if they would otherwise meet the definition. They include: securities issuers, banks, credit unions, broker-dealers, investment advisers, insurance companies, tax-exempt entities, large operating companies (>20 U.S. FTEs, >$5M gross receipts, U.S. office), and inactive entities. The decision tool above lets you select the matching exemption; the full list is enumerated below.
What happens if I file a BOI report when I am no longer required to?: There is no statutory penalty for over-filing. FinCEN has stated that voluntary submissions will be accepted and processed. However, you take on a 30-day update obligation for any change to the information you reported, so over-filing creates an ongoing administrative burden with no offsetting benefit when the IFR exempts you.
When are BOI reports due if I am a foreign reporting company?: For foreign entities still subject to the rule: initial reports are due within 30 days of registering to do business in the U.S. Updates and corrections are due within 30 days of any change to the reported beneficial ownership information. Reports are filed through the FinCEN BOI E-Filing System; there is no filing fee.
Is the BOI rule going to change again?: Likely. The IFR is interim — FinCEN signalled in the March 2025 publication that a final rule will follow notice-and-comment. Pending litigation (National Small Business United v. Yellen and parallel suits) and Congressional bills (the Repealing Big Brother Overreach Act, among others) could further alter or repeal the domestic scope. We re-verify this page each quarter; the dateModified header reflects the last review.

Sources

[1] 31 U.S.C. §5336 — Beneficial ownership information reporting requirements— Cornell LII
[2] 31 CFR §1010.380 — Reports of beneficial ownership information— Electronic Code of Federal Regulations
[3] FinCEN Interim Final Rule, 90 Fed. Reg. 13688 (Mar. 21, 2025)— Federal Register
[4] FinCEN BOI E-Filing System— FinCEN
[5] FinCEN Small Entity Compliance Guide— FinCEN

Educational reference only — not legal or tax advice. Tax rules change; verify current guidance with your CPA or tax attorney before relying on it for filing decisions.

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