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Business Services · Annual maintenance

BOI Report: what still applies in 2026

For two years, beneficial ownership reporting was the requirement that scared everyone. On August 11, 2026, FinCEN published the final rule that permanently eliminates it for US companies and US persons. The requirement still exists, but for far fewer companies.

The short answer

If your company was formed in the United States, you no longer have to file

FinCEN’s official notice of August 11, 2026 puts it plainly: the final rule “permanently removes the requirement for U.S. companies and U.S. persons to report beneficial ownership information to FinCEN under the Corporate Transparency Act”. The rule is effective upon publication in the Federal Register.

FinCEN also announced that it will delete from its database the information already reported by US persons, who are now exempt. If your LLC or corporation was formed in Florida — or in any other state — this requirement no longer applies to you.

Who still has to file

Only one type of company

The final rule keeps the concept of a reporting company, but narrows it to a very specific case. Both of these must be true:

1 · Formed outside the United States

The entity was formed under the law of a foreign country. It isn’t enough for the owners to be foreign: what matters is where the company was created.

2 · Registered to do business in the US

It has registered to do business in a state or tribal jurisdiction by filing a document with a secretary of state or similar office. In Florida, that is the Certificate of Authority.

Even when both apply, several types of entities are exempt. FinCEN’s own guidance cautions that foreign entities that may fit the definition should review the criteria carefully before concluding they must file. That’s exactly the first thing we do.

The detail that changes the filing

Even companies that must file don’t report their US owners

This is the part that causes the most confusion, because it contradicts what everyone learned in 2024. Here are the rules that apply today.

What the report contains

What gets reported when you do have to file

Legal and trade names

The company’s legal name and all of its trade names, “doing business as” or “trading as.”

Address

Its principal place of business if it’s in the United States; if it’s abroad, the address from which it operates in the United States.

Jurisdiction of formation

The foreign country under whose law the entity was formed.

First state of registration

The state or tribal jurisdiction where it first registered to do business in the United States.

Tax ID number

The IRS TIN, including an EIN. If it has none, the tax ID number from a foreign jurisdiction and the name of that jurisdiction.

Non-US beneficial owners

An individual with substantial control over the company or with at least 25% of its ownership interests. A company or a trust cannot be one.

What clients tell us

Where it really hurts

“Do I have to report or not?”

The rules changed three times in two years. What you read in 2024, what your accountant told you in 2025 and what applies today don’t match.

“I read a news story and don’t know if it’s current”

The original rule, the 2025 interim rule and the August 2026 final rule are all circulating at once. Only one is in effect.

“People keep calling to sell me the filing”

Many services popped up charging to file a report that, in most cases, no longer has to be filed.

“I already reported. What happens to my information now?”

FinCEN announced that it will delete information reported by US persons, who are now exempt.

“My company is foreign and operates here”

This is the profile that still has to file, and it almost always matches the company that has just obtained its Certificate of Authority.

“Who counts as a beneficial owner?”

Substantial control or 25% ownership, and always an individual. With cross-ownership and intermediate entities, identifying them isn’t simple.

Problem by problem

What we do about each one

How we handle this page

What we say and what we don’t

This area has changed three times in two years. That’s why we also spell out what we do not take for granted.

Frequently asked questions

What clients ask us most

It is the Beneficial Ownership Information report that certain companies must file with FinCEN, the financial intelligence unit of the US Treasury, under the Corporate Transparency Act. It identifies the individuals who own or control the company.
Yes, but with a much narrower scope. On August 11, 2026, FinCEN published a final rule that permanently eliminates the reporting requirement for US companies and US persons. The requirement remains only for certain foreign entities registered to do business in the United States.
If the LLC was formed in Florida, it’s an entity created in the United States and is therefore no longer covered after the final rule. It doesn’t matter if the owners are foreign: what determines the requirement is where the company was formed.
Not for this requirement. The current definition of a reporting company looks at where the entity was formed, not at the nationality or residence of its owners. An entity formed in the United States is not covered.
Only entities that meet both conditions: they were formed under the law of a foreign country, and they registered to do business in a US state or tribal jurisdiction by filing with a secretary of state or similar office. Even then, several types of entities are exempt.
That is exactly the case that needs to be reviewed, because that registration is what turns a foreign entity into a potential reporting company. Before concluding anything, you have to check whether any of the available exemptions applies.
No. Under the current rules, no US person’s information is reported, whether as a beneficial owner or as a company applicant. Those persons are also exempt from providing their information to the company.
Legal name and trade names, the address of its principal place of business in the United States (or the address from which it operates here if its headquarters is abroad), the foreign country where it was formed, the first state or tribal jurisdiction where it registered, and its IRS tax ID number, or one from a foreign jurisdiction along with the name of that jurisdiction.
An individual who, directly or indirectly, exercises substantial control over the company or owns or controls at least 25% of its ownership interests. Because they must be individuals, a company, a trust or another entity cannot be a beneficial owner, although in specific cases an entity may be reported in their place.
It is the person who directly filed the company’s registration document and, if more than one person was involved, the person primarily responsible for directing or controlling that filing. There are two at most — and US persons are exempt from being reported.
Along with the final rule, FinCEN announced that it will delete from its database the information provided by US persons, who are now exempt. In any case, keep a copy of what you filed in the company’s records.
If you are a US person, no: the final rule exempts you from updating or correcting what you provided when you applied for it. If you are not, yes: you have 30 calendar days from the change to update it, and another 30 days from discovering inaccurate information to correct it.
It depends on when the company registered to do business in the United States, and we prefer not to publish a generic date that could be misleading. We confirm it against the official source for your specific case before committing to anything in writing.
Yes, FinCEN’s system is free and open to the public. Where we usually add value is earlier: in determining whether the requirement exists, and in mapping the ownership structure down to the individuals when there are intermediate entities.

Want a clear answer in one consultation?

Tell us where your company was formed and whether it is registered to do business in any state. Those two answers tell us whether you have to file.

or call us at +1 (305) 647-3000 · Monday through Friday
175 SW 7th St, Suite 1905 · Miami, Florida 33130

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Related services

Certificate of Authority

The registration that can make a foreign company subject to reporting.

KYC — Know Your Customer

The other side: what banks still ask for on their own.

US company verification

Checking who is behind a company before doing business with it.

Annual Report

The yearly requirement that does apply to every Florida company.