Editor's note: This article was originally published in February 2025 when BOIR filing requirements were in effect for domestic businesses. It has been updated to reflect the significant regulatory changes that occurred in March 2025 and their current status as of March 2026.
The Beneficial Ownership Information Reporting requirement under the Corporate Transparency Act generated significant compliance activity for small business owners throughout 2024 and into early 2025. Since then, the regulatory landscape has shifted substantially. Most U.S. business owners are no longer required to file — but the situation remains in flux, and staying informed matters.
What BOIR Was Originally Designed to Do
The Corporate Transparency Act, enacted in 2021 and effective January 1, 2024, required most small and medium-sized businesses to report information about their beneficial owners to the Financial Crimes Enforcement Network (FinCEN). The stated purpose was to increase transparency around who controls U.S. businesses, with the goal of reducing money laundering, fraud, and tax evasion.
Businesses were required to disclose the names, dates of birth, addresses, and identifying document information for individuals who owned at least 25 percent of the company or exercised substantial control over it. Penalties for non-compliance included fines of up to $500 per day and potential criminal liability for willful violations.
What Changed in 2025
The BOIR requirement faced significant legal challenges throughout 2024, with multiple federal courts issuing injunctions that temporarily blocked enforcement. The situation changed materially in early 2025.
In March 2025, the Treasury Department announced it would not enforce penalties or fines associated with the beneficial ownership reporting rule against U.S. citizens or domestic reporting companies. Shortly after, on March 26, 2025, FinCEN published an interim final rule that removed the BOI reporting requirement for domestic entities entirely.
The interim final rule revised the definition of "reporting company" to include only entities formed under the law of a foreign country that have registered to do business in a U.S. state or tribal jurisdiction. All entities created in the United States, including those previously known as domestic reporting companies, are now exempt from the requirement to report beneficial ownership information to FinCEN.
In plain terms: if your business was formed in the United States, you are currently not required to file a BOIR report.
Where Things Stand Now
The interim final rule remains in place as of the date of this article. FinCEN has indicated it intends to issue a final rule, and some legal analysts expect that final rule to be published in 2026. The final rule is expected to remain narrowly focused on foreign entities operating in the United States, though some uncertainty about the long-term scope remains given ongoing litigation and regulatory review.
For foreign companies registered to do business in U.S. states or tribal jurisdictions, reporting requirements remain in effect under the interim final rule, with extended deadlines provided in the rule itself.
What This Means for U.S. Business Owners
For most business owners operating domestic entities — LLCs, corporations, partnerships, and similar structures formed under U.S. state law — the practical answer is straightforward: no filing is currently required.
However, a few considerations are worth keeping in mind:
The situation could change. The interim final rule is not a permanent repeal of the Corporate Transparency Act. It is a temporary regulatory adjustment while a final rule is developed. Congress could also act to modify or reinstate requirements. Business owners who track regulatory developments or work with advisors and attorneys who do are better positioned to respond if requirements change.
Good governance practices remain valuable regardless. Maintaining accurate and current records of business ownership, documented organizational decisions, and up-to-date governing documents is sound practice independent of any federal reporting requirement. These practices support compliance readiness, operational clarity, and smooth transitions whether the CTA is ultimately reinstated or not.
State-level requirements may apply. New York State enacted its own LLC Transparency Act, effective January 1, 2026, which currently applies to foreign LLCs qualified to do business in New York. Other states may enact similar measures. Business owners operating across multiple states should confirm whether any state-level beneficial ownership reporting applies to their entities.
A Note on Compliance Going Forward
This is an area where staying current matters more than acting once and moving on. The Corporate Transparency Act remains law, even if its enforcement against domestic entities has been suspended. The final regulatory picture will likely become clearer in 2026, and any reinstatement of reporting requirements would come with new deadlines and guidance.
Working with a CPA or business attorney who monitors regulatory developments is the most reliable way to ensure your business responds appropriately if requirements change. This article reflects the current status as of March 2026 and will be updated as the regulatory landscape evolves.
Frequently Asked Questions
Do U.S. business owners currently need to file a BOIR report?
As of March 2026, no. FinCEN published an interim final rule on March 26, 2025, that exempts all entities formed in the United States from the beneficial ownership information reporting requirement under the Corporate Transparency Act. Only foreign entities registered to do business in U.S. states or tribal jurisdictions are currently required to report.
What happened to the Corporate Transparency Act?
The Corporate Transparency Act remains law, but its enforcement against domestic reporting companies has been suspended through an interim final rule issued by FinCEN in March 2025. The Treasury Department also announced it would not enforce penalties against U.S. citizens or domestic reporting companies. A final rule is expected in 2026 that will clarify the long-term scope of the reporting requirements.
If I already filed a BOIR report, do I need to do anything?
No immediate action is required. FinCEN has indicated that domestic reporting companies are not required to update or correct previously filed BOI reports under the current interim final rule. If the regulatory requirements change materially, new guidance will be issued with applicable deadlines.
Could BOIR reporting requirements come back for domestic businesses?
Possibly. The interim final rule is not a permanent repeal of the Corporate Transparency Act. FinCEN has indicated it intends to finalize the rule in 2026. Ongoing litigation and potential Congressional action could also affect the long-term outcome. The most prudent approach is to maintain good governance records and monitor developments through a CPA or business attorney.
Are there any state-level beneficial ownership reporting requirements?
Yes, in some cases. New York enacted the LLC Transparency Act effective January 1, 2026, which currently applies to foreign LLCs qualified to do business in New York. Other states may enact similar measures. Business owners with operations in multiple states should confirm whether any state-level requirements apply to their specific entities.
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This article reflects regulatory status as of March 2026. It is for informational purposes only and does not constitute legal or compliance advice. Consult a qualified attorney or CPA for guidance specific to your business situation.
