If your company was formed in a U.S. state, no government — federal or state — currently requires you to file beneficial ownership information. That is the whole answer for most readers, and it is worth saying before anything else, because plenty of businesses are still being invoiced for reports they do not owe. Two groups are exceptions: companies formed under the law of another country that are registered to do business in the United States, and foreign-formed LLCs authorized in New York. The confusion is understandable. The federal rule reversed course in 2025, and several states announced their own laws — then narrowed or abandoned them.
The Short Answer: Federal and State Point the Same Way Right Now
For a company formed in the United States, the federal exemption and the current state landscape happen to agree: there is nothing to file in either place.
| Your situation | Federal (FinCEN) | State |
|---|---|---|
| Formed in a U.S. state or territory | No filing | No beneficial-ownership filing in any state today |
| Formed under foreign-country law, registered to do business in a U.S. state | Still a reporting company — must file with FinCEN | No filing unless the state has its own law |
| Formed under foreign-country law, authorized in New York | Must file with FinCEN | Must file a New York disclosure or an exemption attestation |
One caution before you close the tab: state vs federal beneficial ownership reporting is not one system with one answer. They are separate regimes with separate rules, and being exempt federally is not the same thing as being exempt at state level. It just happens that today they land on the same answer for U.S.-formed companies — and the next section explains why that alignment exists rather than being a coincidence you can rely on forever.
What the Federal CTA Requires After the March 2025 Rule Change
The Corporate Transparency Act has not been repealed. What changed is who counts as a “reporting company” under it.
FinCEN’s interim final rule, published in the Federal Register on March 26, 2025 at 90 FR 13688, redefined that term so narrowly that U.S.-formed entities fell out of scope entirely. The deciding factor is where the entity was formed — not who owns it, not where it operates, not how big it is. A Wyoming LLC owned entirely by residents of another country is still a U.S.-formed entity, and it files nothing.
For companies created in the United States, that means no initial report, no updates when ownership changes, and no corrections to reports filed earlier. The obligation is gone, not paused. Even the foreign companies that do still report are not required to provide beneficial ownership information for any owner who is a U.S. person.
If you want the fuller picture of how the Act reached this point, our explainer on the Corporate Transparency Act in 2026 covers the litigation and the reversals in detail. For the purposes of this comparison, one sentence is enough: the federal requirement now applies only to foreign-formed companies registered to do business in the United States.
Why Owners Assume Their State Picked Up the Slack
The assumption that a state law replaced the federal one is reasonable. It is also, right now, wrong almost everywhere.
When the federal rule narrowed, commentators predicted a patchwork — fifty states each writing their own ownership-disclosure regime. A handful of legislatures did introduce bills modeled on the Corporate Transparency Act. Very little of it became enforceable law, and the coverage written during that window has not been updated since.
You can see the worry in how people search. Owners look up their own state by name — whether beneficial ownership reporting is still required in Florida, what the rule is in Ohio, what Washington expects — because they assume the answer is state-specific. For the overwhelming majority of states, there is no beneficial-ownership disclosure law to comply with at all. Your state’s annual report or statement of information is a different filing with a different purpose, and it has always existed.
If you want the state-by-state view, we maintain a separate map of state beneficial ownership laws in 2026. The short version follows.
New York: The One State Law That Actually Took Effect
What the New York LLC Transparency Act does
New York is the only state to have enacted a Corporate Transparency Act-style beneficial-ownership disclosure law that is genuinely in force. It took effect January 1, 2026.
Under it, non-exempt LLCs formed under the law of a foreign country and authorized to do business in New York file initial and annual disclosure statements with the New York Department of State. LLCs that qualify for an exemption are not simply off the hook — they file an Attestation of Exemption instead. The filing fee is $25. Submissions go in by email; the Department specifically warns against mail and fax because of the confidential information involved. What gets filed is held in a non-public database available to government and law enforcement, not published for anyone to browse.
The December 2025 veto that shrank it
The reason this law reaches far fewer companies than its original drafting suggested is a single decision made in December 2025.
Governor Kathy Hochul vetoed SB S8432 on December 19, 2025 — the bill that would have de-coupled New York’s definitions from the federal standard. Because New York had tied its own definitions to the federal Corporate Transparency Act, and because the federal rule had already narrowed to foreign-formed entities, the veto left New York’s law mirroring that narrow federal scope. LLCs formed in any U.S. state or territory, including Puerto Rico, are exempt from it.
This is precisely why so much of what you will read is wrong. Anything published before late December 2025 describes a much broader New York obligation that no longer exists — and a good deal of it is still ranking. For who files, the deadlines, the fee mechanics and the penalty schedule, see our full guide to the New York LLC Transparency Act; the initial filing deadline for LLCs already authorized in New York falls at the end of 2026.
California SB 1201: The Law That Never Happened
California Senate Bill 1201 is not law, and it never was. It is worth explaining because it is the single most commonly mis-cited “state requirement” in this area.
Had it passed, SB 1201 would have required both domestic and foreign entities to disclose their beneficial owners through the biennial Statement of Information — and unlike New York’s non-public database, that disclosure would have been public. That is what made it notable, and why it was written about so widely while it was moving.
It stopped moving. The bill’s last recorded action is “From Assembly without further action,” dated November 30, 2024. It was never chaptered and never took effect. Despite that, it is still described in places as effective January 1, 2026, which is one of the reasons business owners believe a state requirement now applies to them.
Is Being Federally Exempt the Same as Being State Exempt?
As a matter of law, no. In practice today, for a U.S.-formed company, the answer comes out the same — and understanding the difference tells you when to check again.
A federal exemption comes from FinCEN’s definition of a reporting company. A state obligation comes from that state’s own statute, filed with that state’s own agency. Nothing about the federal rule prevents a state from writing a broader definition than Washington uses. New York happens to borrow the federal definition, which is exactly why the two regimes align there — the alignment is a drafting choice, not a principle.
So a state could, tomorrow, enact a law that captures companies FinCEN exempts. If that happens, being federally exempt will buy you nothing at state level. That makes state vs federal beneficial ownership reporting a check-once-a-year item rather than a file-now item, and the trigger to look again is a new statute in a state where you are formed or registered — not another federal headline.
Who Still Files in 2026
Two groups genuinely still file, and they are narrow enough to identify quickly.
One thing this exemption does not cover: if you are a non-U.S. person who owns a U.S. LLC, you may still owe the IRS an entirely separate filing. See BOI report vs IRS Form 5472 — it carries a $25,000 penalty and applies even when the company earned nothing.
Federally, it is foreign reporting companies: entities formed under the law of another country that are registered to do business in a U.S. state or tribal jurisdiction. For those newly registering, the clock is 30 calendar days from notice that the registration is effective. Our guide to foreign reporting companies walks through what they file and how.
At state level, it is foreign-country-formed LLCs authorized to do business in New York, filing either a beneficial ownership disclosure or an exemption attestation with the Department of State.
The most useful sentence in this article is for the companies in both groups at once: a foreign-formed LLC authorized in New York has two separate obligations and files in two places. Satisfying FinCEN does nothing for New York, and satisfying New York does nothing for FinCEN.
What To Do Now
If your company was formed in a U.S. state, file nothing. Keep your ownership records accurate for your own purposes, and treat any letter, email or invoice demanding a federal beneficial-ownership filing fee as suspect — our page on BOIR exemptions explains exactly which entities are out of scope.
If your company was formed abroad and is registered in a U.S. state, you are a federal reporting company. Confirm your deadline and file.
If your company was formed abroad and is authorized in New York, you have two obligations, federal and state, and they do not substitute for each other.
If your structure is layered — a U.S. holding company under a foreign parent, registrations across several states, a recent change of ownership — this is where owners get it wrong in both directions, filing when they need not and missing filings they owe.
Frequently Asked Questions
Do states require beneficial ownership reporting in 2026?
New York is the only state with an enacted, in-force disclosure law modeled on the Corporate Transparency Act, and after the December 2025 veto it reaches only LLCs formed under foreign-country law that are authorized to do business there. For most states there is no such law at all.
Is being exempt from federal BOI the same as being exempt from state requirements?
No. They are separate regimes with separate statutes and separate filing destinations. Today the practical answer is the same for U.S.-formed companies, because New York borrowed the federal definition. A state that wrote a broader definition could capture companies FinCEN exempts.
Does my state require BOI reporting if FinCEN does not?
For the overwhelming majority of states, there is no beneficial-ownership disclosure law to comply with. Your state’s annual report or statement of information is a separate, long-standing filing and is not a beneficial ownership report. Check your own state’s business filing agency if you are unsure.
Did California pass a beneficial ownership law?
No. SB 1201 would have required public disclosure of beneficial owners through the biennial Statement of Information, but its last action was “From Assembly without further action” on November 30, 2024. It was never chaptered and never became law, despite still being cited as effective.
Why did New York’s law get narrower?
Governor Hochul vetoed SB S8432 on December 19, 2025. That bill would have separated New York’s definitions from the federal standard. Without it, New York’s law tracks the narrowed federal scope, so LLCs formed in any U.S. state or territory are exempt from reporting.
Which companies still have to file federally in 2026?
Only foreign reporting companies — entities formed under the law of another country and registered to do business in a U.S. jurisdiction. Newly registering companies file within 30 days of effective registration. Even these companies do not report beneficial ownership information for owners who are U.S. persons.
Conclusion
The decision comes down to where your company was formed. Formed in a U.S. state or territory: no federal filing, and no state beneficial-ownership filing anywhere today. Formed abroad and registered in the United States: you still file with FinCEN. Formed abroad and authorized in New York: you file in two places, and neither filing covers the other.
The real risk for most readers is not a missed deadline — it is paying for a report they do not owe. If your structure is layered and you want certainty before you file anything, talk to us first.
Sources
New York Department of State — Beneficial Owner Disclosure
California Legislature — SB 1201 bill history
Sidley Austin — New York LLC Transparency Act Took Effect January 1, 2026; U.S.-Formed LLCs Exempt
Holland & Knight — New York LLC Transparency Act: Reporting Limited to Non-U.S. LLCs
FinCEN — Beneficial Ownership Information
BOIR Submission Center is a filing service. It is not a law firm, does not provide legal or tax advice, and is not affiliated with FinCEN or the New York Department of State.
