Beneficial ownership reporting has changed significantly since the Corporate Transparency Act (CTA) took effect.
Today, most U.S.-formed entities are exempt from BOI reporting under current FinCEN regulations. Reporting requirements now apply only to certain foreign entities registered to do business in the United States, with exemptions available.
If you followed the CTA rollout, you probably remember the deadlines and filing requirements that came with it. A lot has changed since BOI reporting began in 2024, and many of those original requirements no longer apply.
Key Takeaways
- Most U.S.-formed entities no longer have to file BOI reports.
- Certain foreign entities registered to do business in the U.S. may still need to report.
- The CTA is still in place, but the reporting rules have narrowed considerably.
- LBMC does not prepare or file BOI reports.
What Is the Corporate Transparency Act?
The Corporate Transparency Act (CTA) was created to make business ownership more transparent and help prevent the use of shell companies for money laundering and other illegal activity.
Before the CTA, information about who owned or controlled a business wasn’t always easy for law enforcement to access. The CTA created a federal framework for collecting that information through FinCEN.
The law also brought the U.S. more in line with international efforts to improve ownership transparency and combat financial crime.
What Are the Current Beneficial Owner Reporting Requirements?
BOI reporting looks very different today than it did when the requirements first took effect.
Originally, many U.S. companies had to determine whether they were required to report ownership information to FinCEN. That changed in March 2025, when FinCEN removed the reporting requirement for U.S. companies and U.S. persons. In August 2026, FinCEN permanently removed the requirement to report beneficial ownership under its current rules.
The bottom line: Most entities formed in the U.S. no longer have to file BOI reports. U.S. persons also do not have to provide their information for BOI reporting.
Which Companies May Still Be Required to Report BOI?
BOI reporting now applies to a much smaller group of businesses. Certain companies formed outside the U.S. and registered to do business here may still need to file.
But being a foreign entity doesn’t automatically mean a company has to report. FinCEN provides exemptions, so each organization should look at its specific situation.
For foreign entities that are required to report, an initial BOI report generally is due within 30 calendar days after their U.S. registration becomes effective.
If you’re unsure whether your organization falls under the current rules, check FinCEN’s latest guidance and talk with legal counsel.
Who Is Considered a Beneficial Owner?
While the reporting rules have changed, FinCEN’s definition of a beneficial owner has not.
In general, a beneficial owner is someone who has substantial control over a reporting company or owns or controls at least 25% of it.
Ownership isn’t the only factor. Certain senior officers and others who have significant influence over important company decisions may also be considered beneficial owners.
One important change: Reporting companies do not report beneficial ownership information for U.S. persons under the current rules.
Why Does Beneficial Ownership Information Still Matter?
The number of companies required to report has dropped significantly, but the purpose behind the CTA remains the same: making business ownership more transparent and making it harder to hide illegal activity behind shell companies.
BOI filed with FinCEN is not available to the general public. Access is limited to certain authorized users.
For businesses today, the question is fairly simple: Does our organization still fall under the current reporting requirements? For most U.S.-formed entities, the answer is no. Certain foreign entities, however, may still need to take a closer look.
What Should Businesses Do Now?
If your business was formed in the U.S., you generally don’t have to file a BOI report under the current rules.
If your organization has entities formed outside the U.S. and registered to do business here, there may be more to consider. Those entities should determine whether they are required to report or qualify for an exemption.
And be careful with older BOI resources. The rules have changed several times, so filing guides and deadlines from 2024 or 2025 may no longer be accurate. FinCEN’s current guidance should be your starting point.
LBMC does not prepare or file BOI reports. Questions about whether your organization is subject to BOI reporting requirements should be directed to legal counsel.
As part of your broader administrative review, use LBMC’s record retention schedule for businesses to help organize supporting business and tax documentation.
For organizations with foreign entities or cross-border operations, ownership and entity structure can also have important U.S. tax implications. Learn more about U.S. tax classification considerations for foreign entities or connect with LBMC’s International Tax professionals to discuss the tax implications of your organization’s cross-border structure and operations.
BOI exemptions do not resolve separate state tax questions. Businesses expanding or operating across state lines can review LBMC’s state and local tax services for help evaluating those tax obligations. For a broader business review, consider how entity structure, expansion, and other tax planning decisions fit your organization’s goals.
If you think your business may still be subject to BOI reporting, review FinCEN’s current guidance and talk with your attorney about your specific situation.
Content provided by Shelby Feathers, Tax Manager, LBMC, PC.
LBMC tax tips are provided as an informational and educational service for clients and friends of the firm. The communication is high-level and should not be considered legal or tax advice to take any specific action. Individuals should consult with their personal tax or legal advisors before making any tax- or legal-related decisions. In addition, the information and data presented are based on sources believed to be reliable, but we do not guarantee their accuracy or completeness. The information is current as of the date indicated and is subject to change without notice.
