BOI Filing in 2026: What Changed, Who Still Files, What Happens Next

Quick Read

BOI (Beneficial Ownership Information) filing with FinCEN is a requirement from the 2021 Corporate Transparency Act. In 2024 it was enjoined, then partially reinstated, then again partially enjoined. As of early 2026, the requirement is **active for foreign-owned entities** and **on hold for domestic reporting companies** pending resolution at the Supreme Court.

If you formed a domestic LLC in 2024 or 2025 and heard you needed to file a BOI — the current FinCEN posture is you don't, until further notice. If you form in 2026 you should monitor FinCEN for updates.

Foreign-owned LLCs — those with a non-US beneficial owner or formed by a foreign entity — **must still file** within 30 days of formation or change.

Penalty for willful failure, when the rule is in effect: $591/day (2026 inflation-adjusted, up from $500 when the statute was passed).

The Three Layers to Understand

Layer 1: The Statute (Corporate Transparency Act, 2021)

Congress passed the CTA as part of the Anti-Money Laundering Act of 2020. It requires certain "reporting companies" to disclose their "beneficial owners" to FinCEN. A reporting company is most LLCs, corporations, and other entities created by filing with a state. A beneficial owner is any individual with substantial control or 25%+ ownership.

The stated purpose: help the US government identify owners of shell companies used for money laundering, tax evasion, sanctions evasion, or terrorism financing.

Layer 2: The Rule (FinCEN's implementation)

FinCEN issued the final rule in 2022, setting compliance dates starting January 1, 2024. Existing companies had until January 1, 2025 to file. Newly formed companies had 90 days (later reduced to 30 days).

Information required includes beneficial owner's name, date of birth, address, and passport or driver's license number + scan.

Layer 3: The Litigation (2024–2026)

A Texas federal court issued a nationwide injunction against the BOI rule in December 2024 (NSBA v. Yellen-era ruling). The Fifth Circuit stayed it, reinstating the rule. The Supreme Court then took the case on expedited review.

In February 2025, FinCEN announced a Limited Enforcement Pause for domestic reporting companies. In March 2025, the Treasury announced it would limit BOI reporting to foreign-owned entities pending rule rewrite.

As of 2026, the Treasury's modified rule applies: **domestic LLCs without foreign ownership do not need to file**. If a Supreme Court ruling or new Treasury rule expands applicability, that changes.

Who Still Needs to File in 2026

You must file BOI in 2026 if:

1. **Foreign-formed entity registered to do business in the US** — files upon registration and updates. 2. **US-formed entity with a foreign beneficial owner** — one or more owners are not US citizens, permanent residents, or other qualifying persons. 3. **Domestic entity owned by a foreign entity** — if a non-US parent LLC or corporation owns 25%+ of your LLC.

If none of the above apply, monitor FinCEN's website for rule changes but do not file.

Who Does NOT File in 2026

- Single-member LLCs owned entirely by a US citizen or permanent resident. - Multi-member US LLCs where all members are US persons. - Entities exempt under any of the 23 statutory exemptions (publicly traded, highly regulated, large operating company, etc.).

The 23 Exemptions (Mostly Don't Apply to Small Businesses)

Worth knowing even though they mostly don't apply to small LLCs:

1. SEC-reporting company 2. Government entity 3. Bank 4. Credit union 5. Depository institution holding company 6. Money services business 7. Broker/dealer 8. Securities exchange or clearing agency 9. Other SEC-registered entity 10. Investment company / investment adviser 11. Venture capital fund adviser 12. Insurance company 13. State-licensed insurance producer 14. Commodity Exchange Act registered entity 15. Accounting firm 16. Public utility 17. Financial market utility 18. Pooled investment vehicle 19. Tax-exempt entity (501(c), 527 political org, charitable trust) 20. Entity assisting a tax-exempt entity 21. **Large operating company** (20+ employees, $5M+ revenue, physical US presence — this is the one that applies to mid-market businesses) 22. Subsidiary of certain exempt entities 23. Inactive entity

Penalties (If/When Rule is in Effect)

Willful failure to file: civil penalty $591/day (up to $10,000) + criminal penalty $10,000 + 2 years in prison. Willful failure to update a change: same.

Unintentional filing errors: penalty relief for good-faith corrections within 90 days.

Historical note: the $500/day figure in most online articles is outdated — FinCEN inflation-adjusts the cap. 2024 cap: $591/day. 2026 cap: higher.

How to File (If You Must)

Filing is free and takes ~15 minutes per company through FinCEN's BOSS (Beneficial Ownership Secure System).

1. Create a BOSS account at boiefiling.fincen.gov. 2. Add your reporting company. 3. Add each beneficial owner with name, DOB, address, ID scan. 4. Review and submit.

Submit within 30 days of company formation. Submit updates within 30 days of ownership change.

What to Do If You Filed Already (Pre-Pause)

If you filed BOI for a domestic LLC in 2024 before the injunction, your filing remains on file but is not legally required. FinCEN has not indicated they'll delete past filings. You don't need to do anything.

If your information changes (new owner, new address) and the rule is still paused for domestic entities, you don't need to update. If the rule reinstates, you will need to update within 30 days of that reinstatement's effective date.

FormifyAI's Position

We file BOI through the FormifyAI dashboard for customers who need it (foreign-owned entities) and for customers who want to file defensively. We monitor FinCEN rule changes daily and will notify our customers if the requirement reinstates for domestic entities.

If you're a foreign-owned LLC we form, BOI filing is a $49 add-on we handle automatically within the 30-day window. If you're a domestic-only LLC, we don't charge you for something you don't need to file — but we'll file if you want the optional defensive filing.

What to Do Next

Check whether you fall into one of the "must file" buckets above. If yes, [FormifyAI handles BOI filing for $49](/add-ons) and we track updates. If you're a straightforward US-owned domestic LLC, nothing to do today — monitor FinCEN for rule changes. Our [BOI Report Status Checker](/tools/boi-report-checker) can walk you through the decision in 60 seconds.