2026 BOIR Compliance Checklist: Do You Even Need One? (Most U.S. Businesses Don’t)

Here is the short version, and it is good news: if your business was formed in the United States, you are exempt. There is no checklist to complete and nothing to file. You can stop reading and get back to work.

That answer surprises people, because the internet is still full of “BOIR checklists” warning you about deadlines and daily penalties. Almost all of that content is frozen in 2024. The rules changed in March 2025, and for the vast majority of U.S. businesses the entire requirement went away. This page exists to tell you the truth, gate you to the right path in one question, and — if you happen to be in the small group that still files — hand you a real checklist instead of an outdated one.

Current status (as of June 2026)

On March 26, 2025, FinCEN issued an interim final rule that exempts all U.S.-formed entities and all U.S. persons from beneficial ownership information (BOI) reporting. Only foreign reporting companies still file. The rule is interim and a final rule is still pending, but as of this writing the domestic exemption is in force — and it was upheld in court in December 2025. Last verified: June 2026.

What actually changed on March 26, 2025

The Corporate Transparency Act (CTA) originally required tens of millions of small companies to report who owns and controls them. Then FinCEN’s interim final rule rewrote who counts as a “reporting company.” After March 26, 2025:

All entities formed in the United States are exempt. So are all U.S. persons.
There is no obligation for domestic companies to file, update, or correct a BOI report.
Only foreign reporting companies — formed abroad and registered to do business in the U.S. — remain in scope.

The practical effect is enormous. The reporting population collapsed from tens of millions of businesses to a few thousand foreign ones. You can read FinCEN’s own announcement in its news release removing the requirement for U.S. companies and U.S. persons, and the rule itself in the Federal Register interim final rule.

One more thing worth clearing up, because it confuses people: in December 2025, the 11th Circuit Court of Appeals upheld the constitutionality of the CTA (NSBU v. Treasury, Dec 16, 2025). A court upholding the statute does not put domestic filing back. The exemption created by the March 2025 rule still stands.

Step 0: the only question that matters

Before any checklist, answer one question. This is the gate that the outdated guides skip.

Is your company a foreign reporting company — formed under the laws of another country and registered to do business in a U.S. state or tribal jurisdiction?

No — my company was formed in the U.S. You’re exempt. There is no checklist. Skip to “If you’re exempt” below.
Yes — foreign-formed and registered in the U.S. You still file. Skip to “Your real checklist” below.

That’s the whole decision. Almost everyone reading this lands on “No.”

If you’re exempt (about 99% of U.S. businesses)

If you answered “No” at Step 0, you’re done with FinCEN. Here is what that actually means, and the two things worth doing:

There is nothing to file. No form, no fee, no deadline. If you already filed a BOI report in the past, there’s nothing further to do — and there is no FinCEN refund to chase.
Keep your records as normal. Hold on to your formation documents, ownership ledger, and EIN as ordinary good practice. The current rule is interim and a final rule is still pending, so it’s smart to stay organized — but that’s recordkeeping, not a filing obligation.

Watch out for the Form 4022 / Form 5102 scam — don’t pay anyone

The confusion left behind by the old mandate has been weaponized. FinCEN has warned about a fraud wave (its alert has been active since December 18, 2024) in which scammers send official-looking mail demanding payment to “file” your beneficial ownership report. Things to watch for:

A fake “Form 4022” asking for about $117, or a fake “Form 5102” asking for about $119.
QR-code mailers that take you to a payment page.
Official-sounding senders like a “U.S. Business Regulations Dept.”

The simple rule: FinCEN never requests payment, and the real filing was always free. If a letter like this lands in your mailbox, don’t pay it and don’t scan the QR code. For more on what these schemes look like, see this CPA-published scam alert.

Your real checklist (foreign reporting companies only)

If you answered “Yes” at Step 0 — your company was formed abroad and is registered to do business in the U.S. — then a genuine checklist applies. Here are the six steps.

Step 1: Confirm you’re actually in scope

You’re a foreign reporting company only if your entity was formed under the laws of a foreign country and is registered to do business in a U.S. state or tribal jurisdiction. If you’re foreign-formed but not registered in the U.S., you’re not a reporting company.

Step 2: Gather your company information

You’ll need your legal name plus any DBAs or trade names, your principal U.S. address, your formation jurisdiction, and your taxpayer identification number (TIN).

Step 3: Gather each beneficial owner’s information

For each beneficial owner: full name, date of birth, residential address, and the ID number plus an image of the identifying document. Important: foreign reporting companies do not report beneficial owners who are U.S. persons. Only non-U.S.-person owners get reported.

Step 4: Know your deadline

Registered before March 26, 2025 → your report was due April 25, 2025.
Registered on or after March 26, 2025 → you have 30 days from registration.

Step 5: File for free at the FinCEN portal

File directly at boiefiling.fincen.gov. There is no government filing fee. Anyone charging you a “government fee” to submit is not the government.

Step 6: Know your update triggers

After you file, you’re responsible for keeping the report accurate. File an update or correction when reported information changes — for example, a new beneficial owner or a changed address.

One more layer: the New York LLC Transparency Act

Being exempt from FinCEN doesn’t always mean zero obligations everywhere. States can pass their own laws. The most relevant one so far is New York’s.

New York LLC Transparency Act (NY LLCTA)	Detail
Effective date	January 1, 2026
Who it applies to	Foreign LLCs only (Governor Hochul vetoed broadening it on Dec 19, 2025)
Deadline for pre-2026 foreign LLCs	File by December 31, 2026
Penalties	Up to $500/day

Domestic LLCs are not covered by the NY LLCTA. If you operate in New York as a foreign LLC, factor this in. Other states may add their own laws over time, so it’s worth checking your own state. For more detail, see Holland & Knight’s summary that New York’s reporting is limited to foreign LLCs.

Frequently asked questions

Do I still need to file BOIR in 2026?

If your business was formed in the U.S., no. The March 26, 2025 interim final rule exempted all U.S.-formed entities and all U.S. persons. Only foreign reporting companies still file.

Who has to file now?

Only foreign reporting companies — entities formed under the laws of another country and registered to do business in a U.S. state or tribal jurisdiction.

Are U.S.-formed / domestic LLCs exempt?

Yes. Domestic LLCs and other U.S.-formed entities are exempt and have no obligation to file, update, or correct a BOI report.

What is a foreign reporting company?

A company formed under foreign law that has registered to do business in a U.S. state or tribal jurisdiction. That’s the group still in scope.

What information do foreign reporting companies file?

Company details (legal name and any DBAs, principal U.S. address, formation jurisdiction, TIN) and, for each reportable beneficial owner, name, date of birth, residential address, and ID number plus an image of the ID. U.S.-person owners are not reported.

What are the foreign filing deadlines?

Registered before March 26, 2025: due April 25, 2025. Registered on or after March 26, 2025: 30 days from registration.

What’s the penalty for not filing?

For those who are required to file, civil penalties can run up to $591 per day for willful violations, plus criminal penalties of up to two years in prison and up to a $10,000 fine. Note this applies to companies that are actually in scope — exempt domestic businesses have nothing to file and no penalty exposure.

Do foreign companies report their U.S. owners?

No. Foreign reporting companies are not required to report beneficial owners who are U.S. persons.

I already filed — do I need to do anything, or get a refund?

If you’re now exempt, there’s nothing further to do. There is no FinCEN refund process, because the filing was free in the first place.

Is the exemption permanent?

The current rule is an interim final rule, and a final rule is still pending. As of this writing the exemption is in force, and the CTA was upheld by the 11th Circuit in December 2025. Status is current as of the verified date on this page.

Does FinCEN charge a filing fee?

No. Filing at the FinCEN portal is free. Anyone charging a “government fee” to file for you is not the government.

What is Form 4022 or “U.S. Business Regulations Dept”?

Those are markers of a scam. Fake “Form 4022” ($117) and “Form 5102” ($119) mailers — often with QR codes and official-sounding sender names — try to trick you into paying. FinCEN never requests payment.

Does my state require a separate filing?

It can. New York’s LLC Transparency Act took effect January 1, 2026 and applies to foreign LLCs only. Domestic LLCs are not covered. Check your own state, as more may follow.

BOI vs BOIR vs CTA — what’s the difference?

The Corporate Transparency Act (CTA) is the law. Beneficial ownership information (BOI) is the data it concerns. The BOI report (BOIR) is the filing itself. People use the terms interchangeably.

Does the 11th Circuit ruling mean domestic companies file again?

No. The court upheld the statute; it did not undo the March 2025 exemption. Domestic companies remain exempt.

The bottom line

For roughly 99% of U.S. businesses, the 2026 “BOIR compliance checklist” is one line: you’re exempt, keep your records, and ignore any mail telling you to pay to file. That’s it.

If you’re in the small group that still files — a foreign-formed company registered to do business in the U.S. — the six steps above are your checklist, and you can file for free at the FinCEN portal. If you’d rather not deal with it and want the filing handled for you, that’s exactly what our $99 done-for-you service is for. And if you’re a domestic business that got here worried, the best thing we can tell you is the honest thing: you don’t need us.