FinCEN BOI Reporting 2026: Interim Final Rule Update
The Corporate Transparency Act was supposed to be one of the largest small-business filing regimes ever created — an estimated 32 million entities would have to send FinCEN the names and identifying information of their beneficial owners. Then, in March 2025, Treasury changed the picture almost overnight. FinCEN BOI reporting was suspended for domestic reporting companies and U.S. persons through an interim final rule, and FinCEN is now finalizing that carve-out.
At SW Accounting & Consulting Corp, we field this question almost every week from LLC owners, real estate holders, and multi-entity operators: Do I still have to file BOI? Was my earlier filing kept? What happens next? Here is a clean, primary-source walkthrough of where the Corporate Transparency Act stands in 2026, what the interim final rule actually did, and what to watch for as FinCEN finalizes.
What is the Corporate Transparency Act and who did it originally cover? 🏛️
The CTA is a 2021 anti-money-laundering law that ordered corporations, LLCs, and similar entities to report their beneficial owners to FinCEN.
Congress enacted the Corporate Transparency Act (CTA) at Title LXIV of the National Defense Authorization Act for Fiscal Year 2021 (P.L. 116-283). Its aim was to give U.S. law enforcement and Treasury a database of who really owns the millions of small companies formed under state law. Under the statute, a “reporting company” includes corporations, limited liability companies, and other entities formed by filing with a state, and each reporting company was required to disclose:
- Beneficial owners — any individual who directly or indirectly owns 25% or more of the ownership interests or exercises substantial control over the entity.
- Company applicants — for entities formed after January 1, 2024, the individuals who filed or directed the filing of the formation document.
- Personal identifying information — full legal name, date of birth, current address, and a unique identifying number from an acceptable ID document (with an image of that document).
FinCEN estimated that roughly 32 million small businesses would fall inside the reporting net.
How did the 2025 interim final rule change FinCEN BOI reporting? 📄
Treasury’s interim final rule, issued March 21, 2025, narrowed the reporting regime to foreign reporting companies only and exempted U.S. domestic entities and U.S. citizens.
The mechanics of the interim final rule are precise, and worth understanding line by line:
- Domestic entities: The rule removed the requirement for U.S. formed corporations, LLCs, and similar entities to file BOI reports.
- U.S. citizens as owners: Even foreign reporting companies do not have to report the BOI of any beneficial owner who is a U.S. citizen.
- Foreign reporting companies: Entities formed outside the U.S. and registered to do business in a U.S. state remain within the regime and must report BOI on their non-U.S. beneficial owners.
- Deadlines: Foreign reporting companies were given new deadlines to file or update their reports under the interim final rule’s transition schedule.
The rule was issued as an “interim final rule” — meaning it took effect immediately but remained open for public comment while Treasury moved toward a permanent regulation. It is published in the Federal Register and posted on FinCEN’s website under its beneficial-ownership rulemaking page.
What is FinCEN saying about the final rule and BOI already collected? 🗂️
FinCEN’s director has told Congress the agency is “very close to the finish line” on a final rule and intends to address deletion of previously collected BOI in it.
Testifying before the House Financial Services Subcommittee on National Security, Illicit Finance, and International Financial Institutions, FinCEN Director Andrea Gacki said the agency intends to finalize the interim final rule “very soon” and to answer, in the final rule, how BOI data already collected from domestic entities and U.S. persons will be handled — “consistent with other rules and regulations we would need to follow, including the Federal Records Act.”
Practically, this means three things for anyone who already filed BOI in 2024 or early 2025:
- Your prior BOI submission has not automatically disappeared. Deletion, if it happens, will be addressed in the final rule.
- No further filings are currently required for a domestic entity or a foreign entity’s U.S.-citizen beneficial owners while the interim final rule is in effect.
- Congress is watching. Legislation has been introduced in both chambers to codify the interim final rule so that a future administration cannot reverse the exemption by regulation alone.
What should U.S. businesses and CPAs do right now? ✅
Confirm your entity’s category, document the exemption you rely on, and set a watch on the final rule.
Concrete steps for 2026:
- Classify each entity. Is it a U.S. domestic reporting company (currently exempt), a foreign reporting company registered in a U.S. state (still in scope), or outside the CTA definitions entirely?
- Do not file BOI you no longer owe. Voluntary submissions still put personal data into a database that may later be deleted or moved.
- Foreign reporting companies: file on time. The interim final rule sets its own deadlines; missing them can trigger civil penalties of $500 per day and, in willful cases, criminal penalties.
- Keep contemporaneous documentation. Note the interim final rule as the authority you relied on, so a future audit or lender request has a clean answer.
- Watch for the final rule and any codifying statute. The scope of the exemption could narrow or broaden in the final rule; corporate counsel or your CPA should track it.
FinCEN BOI reporting at a glance 📊
| Entity type | Report required? | Beneficial owners reported |
|---|---|---|
| U.S. domestic reporting company (LLC, corp) | No | None (exempt under interim final rule) |
| Foreign reporting company registered in a U.S. state | Yes | Non-U.S. beneficial owners only |
| Foreign reporting company with only U.S. citizen owners | Yes (registration triggers filing) | No individual beneficial owners must be reported |
| Entity outside the CTA definition of reporting company | No | Not applicable |
📌 Key Takeaways
- Treasury’s March 2025 interim final rule limits FinCEN BOI reporting to foreign reporting companies.
- U.S. domestic entities and U.S. citizens are currently exempt.
- FinCEN says a final rule is coming “very soon” and will address deletion of previously filed BOI.
- Foreign reporting companies must still file — civil penalties reach $500 per day.
Frequently Asked Questions ❓
Q. Do U.S. LLCs still need to file BOI with FinCEN in 2026?
No, not while the March 2025 interim final rule is in effect. U.S. domestic reporting companies are exempt from FinCEN BOI reporting until — and unless — the final rule or new legislation changes that.
Q. What did FinCEN’s March 2025 interim final rule actually change?
It narrowed BOI reporting to foreign reporting companies, exempted U.S. domestic entities, and excused any reporting of U.S. citizens as beneficial owners — even when the reporting entity itself is foreign.
Q. Are foreign-owned U.S. LLCs still required to report?
If the entity itself was formed in the United States, it is treated as a domestic reporting company and is exempt. If it was formed abroad and registered to do business in a U.S. state, it is a foreign reporting company and must file — but only with respect to its non-U.S. beneficial owners.
Q. What happens to BOI I already reported in 2024?
FinCEN’s director has told Congress that the final rule will address how previously collected BOI is handled, subject to the Federal Records Act. Prior submissions have not been automatically deleted.
Q. What are the penalties for missing a required BOI report?
Under the Corporate Transparency Act, civil penalties can reach $500 per day of violation, and willful violations can carry criminal fines up to $10,000 and imprisonment for up to two years.
Q. Could the exemption be reversed?
Yes. The current relief is regulatory. A future administration or a court challenge could revisit it, which is why bills to codify the interim final rule have been introduced in Congress.
The FinCEN BOI landscape has shifted three times in three years, and it is likely to shift again. If you want a clean, entity-by-entity review of whether your business must file — and what to do with a report already submitted — contact SW Accounting & Consulting Corp. Primary sources: FinCEN Beneficial Ownership Information, the Corporate Transparency Act (P.L. 116-283), and the Federal Records Act.
