BOIR Exemptions in 2026: Is Your Business Still Required to File?

Current status (as of June 2026): Under the FinCEN interim final rule published on March 26, 2025, every company formed in the United States — and every US person — is exempt from federal Beneficial Ownership Information (BOI) reporting. No filing, no updates, no penalties. Federal BOI now applies only to foreign reporting companies. The rule took effect immediately; a final rule is expected sometime in 2026.

If you have been losing sleep over a BOI report, here is the honest version most websites still haven’t updated: the rules changed, and they changed in your favor. For roughly 33 million US-formed businesses, the requirement is simply gone. This page tells you exactly who is exempt, who genuinely still has to file, and how to tell which group you’re in — using only what the law actually says today.

The short answer: do I still have to file in 2026?

Was your business formed in the United States? Then no — you do not have to file a BOI report. Full stop, as of March 26, 2025. That covers LLCs, corporations, single-member LLCs, the lot. You owe no initial report, no updates, and you face no penalties for not filing.

When FinCEN issued its interim final rule (announced March 21, 2025; published March 26, 2025; effective immediately), it redefined who counts as a “reporting company.” A reporting company is now only a foreign-formed entity that has registered to do business in a US state or tribal jurisdiction. Every entity formed in the US, and every US person, was removed from the requirement — about 33 million businesses in one stroke.

One thing worth being clear about: BOI reporting was narrowed, not abolished. The Corporate Transparency Act (the statute behind it) was upheld in court, and a final rule is expected in 2026. So the domestic exemption is current law, but it is not guaranteed to be permanent. For now, though, if you’re a US company, you’re out.

The 2026 BOI decision tree

Here is the whole thing in three steps. Walk down it once and you’ll know where you stand.

Step 1 — Was your company formed in the US?
Yes → you’re exempt. Stop here. You don’t file anything. And if you already filed a BOI report back in 2024, you don’t need to do anything about it either — FinCEN doesn’t allow you to delete a filed report, and newly exempt entities are simply expected to take no further action. There is nothing to undo.
No → go to Step 2.
Step 2 — Were you formed outside the US but registered to do business in a US state or tribal jurisdiction?
No → you aren’t a reporting company under the rule; there’s nothing to file with FinCEN.
Yes → you may be a foreign reporting company. Go to Step 3.
Step 3 — Do you fit one of the 23 statutory exemptions?
Yes → you’re exempt.
No → you have to file, by the foreign-company deadline (covered below).

Notice that the famous “23 exemption categories” only come into play at Step 3 — and you only reach Step 3 if you were formed abroad. For a US company, the tree ends at Step 1.

Who is exempt from BOI reporting (the simple version)

Putting names to it, the exempt group now includes:

Every US-formed entity — what the rule calls a “domestic reporting company.” LLCs, C-corps, S-corps, single-member LLCs, multi-member LLCs. If you filed formation papers with a US state, you’re a domestic entity and you’re exempt.
All US persons — even when a US person is a beneficial owner of a foreign company. Foreign filers are not required to report their US-person owners at all.
Sole proprietorships and general partnerships that never filed formation documents with a state — these generally were never “reporting companies” in the first place, so there was nothing to file even before the change.

This is the part the rest of the internet keeps getting wrong. The old question — “which of the 23 categories gets me out of filing?” — is now beside the point for domestic businesses. You don’t need an exemption category, because the requirement no longer reaches you at all. You can ignore the 23-item checklist entirely. Plenty of competing pages still walk US owners through that list as if a wrong answer means they must file. It doesn’t.

And please don’t fall for the “just file it anyway, it’s free” reflex that still circulates in business forums. Filing something you don’t owe doesn’t make you safer; it just feeds an upsell. There are reports of owners being charged a couple hundred dollars to file a BOIR that is no longer legally required. If you’re a US company, the correct action is no action.

Who still has to file: foreign reporting companies

The minority who genuinely still have a federal BOI obligation are foreign reporting companies: entities formed under the law of a foreign country that have registered to do business in a US state or tribal jurisdiction. If that’s you, the requirement is real.

A few specifics that matter:

You don’t report US-person owners. A foreign reporting company is not required to provide beneficial ownership information for any beneficial owner who is a US person.
Deadlines. If your company was registered to do business in the US before March 26, 2025, the report was due April 25, 2025. If you register on or after March 26, 2025, you have 30 days from registration.
Penalties (for foreign filers only). Willfully failing to comply can carry civil penalties of up to roughly $591 per day, plus criminal penalties of up to two years’ imprisonment and a $10,000 fine. To be clear, these apply to in-scope foreign filers — there are no fines or enforcement against domestic entities or US persons.

You can confirm all of this directly with FinCEN’s interim final rule Q&A, which lays out the new reporting company definition and the foreign-company deadlines.

The edge case everyone gets wrong: non-resident-owned US LLCs

Here’s a question that trips up even confident forum commenters: “I formed an LLC in a US state, but I live abroad / I’m not a US citizen — do I have to file?”

No. A US-formed LLC is a domestic entity, and it’s exempt — regardless of who owns it. What matters is where the company was formed, not where its owners live. An LLC organized in Wyoming, Delaware, or any other state is a US-formed entity even if every owner is a non-resident. The foreign-reporting-company rule is about foreign-formed companies, not foreign-owned ones. If you see advice online telling non-residents with US LLCs that they “still have to file,” it’s working from the old, pre-2025 rules.

The 23 CTA exemption categories (foreign-company reference)

The Corporate Transparency Act always had 23 statutory exemption categories, and they still exist. What changed is who needs them: they’re now a secondary filter for foreign reporting companies only. A US company never has to consult this list. If you reached Step 3 of the decision tree above — formed abroad, registered in a US state — then these categories are what you check to see whether you’re nonetheless exempt.

Category type	Examples
Public & regulated companies	Securities reporting issuers; SEC-registered entities
Financial institutions	Banks, credit unions, depository institution holding companies, money services businesses, brokers/dealers, investment companies & advisers, insurance companies
Other regulated entities	Accounting firms, public utilities, financial market utilities, pooled investment vehicles
Tax-exempt & assisting entities	Tax-exempt organizations and entities assisting them
Large operating companies	See the test below
Governmental & subsidiary entities	Governmental authorities; certain wholly-owned subsidiaries; inactive entities

The one most foreign operating businesses ask about is the large operating company exemption. To qualify, an entity must have all three of: more than 20 full-time employees in the US, more than $5 million in gross receipts on its prior-year US tax return, and a physical operating presence in the US.

For the complete, official list of all 23 categories and their precise definitions, see FinCEN’s Small Entity Compliance Guide.

State successor laws: the New York LLC Transparency Act

Federal exemption is the headline, but it doesn’t automatically mean state-level exemption — and New York is the one to watch. The New York LLC Transparency Act took effect January 1, 2026.

For a broader state-by-state view, see our state beneficial ownership laws guide.

The good news for most readers: it applies only to non-US-formed (foreign) LLCs, not to LLCs formed in the US. If your LLC was organized in a US state, the New York law doesn’t pull you back in. For foreign LLCs that fall under it, the requirements are:

An annual filing.
Existing foreign-country LLCs must file with the New York Department of State by December 30, 2026; newly authorized ones, within 30 days.
Non-compliance can carry fines of up to $500 per day.

The takeaway: if you’re a foreign LLC operating in New York, check this even if you’re clear at the federal level. (Holland & Knight has a useful summary confirming the law is limited to non-US LLCs.)

Frequently asked questions

Was BOI eliminated or just paused?

Neither, exactly. The interim final rule permanently narrowed who has to report: US-formed entities and US persons are now exempt, while foreign reporting companies still file. The underlying statute, the Corporate Transparency Act, was upheld in court, and a final rule is expected in 2026 — so the framework still exists; its scope just shrank dramatically.

Do I need to delete a BOI report I already filed?

No. FinCEN does not allow deletion of a filed BOI report, and newly exempt entities are expected to take no action. If you filed in 2024 and you’re now exempt, there’s nothing to undo and nothing to update.

Does my single-member LLC have to file?

If it was formed in the US, no. A single-member LLC is a domestic reporting company and is exempt like any other US-formed entity.

Are sole proprietorships, general partnerships, and nonprofits exempt?

Sole proprietorships and general partnerships that never filed formation documents with a state generally were never reporting companies, so there was nothing to file. Tax-exempt organizations have long been covered by one of the 23 exemption categories. Either way, US-formed entities are now exempt across the board.

Do non-resident-owned US LLCs have to file?

No. Where the company was formed governs, not where its owners live. A US-formed LLC is exempt even if it’s entirely owned by non-residents.

Is the large operating company exemption still relevant?

Only for foreign reporting companies. Since US-formed entities are now exempt regardless, a domestic business no longer needs to qualify as a “large operating company.” A foreign company can still use that exemption — more than 20 full-time US employees, more than $5 million in US gross receipts on the prior return, and a physical US presence.

What happens if I (a foreign company) don’t file?

For an in-scope foreign reporting company, willful non-compliance can mean civil penalties up to roughly $591 per day plus criminal penalties up to two years and a $10,000 fine. There is no enforcement against domestic entities or US persons.

What is a “reporting company” now?

Under the March 26, 2025 rule, a reporting company is only a foreign-formed entity registered to do business in a US state or tribal jurisdiction. That’s the entire universe of who still files federally.

Sources

Formed abroad and registered in a US state? We can help.

If you’re a US company, you’re done — don’t pay anyone to file something you no longer owe. But if your entity was formed outside the US and registered to do business in a US state, you may still need to file, and the deadlines are tight. That’s the one case where our done-for-you BOIR filing service ($99) is built for you. Everyone else: keep your $99.

This page reflects current law as of June 2026. A final rule is expected in 2026 — bookmark it and check back if your situation changes.