In our earlier discussion of the federal BOI reporting requirements, we examined the then-new federal beneficial ownership information (“BOI”) reporting requirements under the Corporate Transparency Act (“CTA”) and the approaching deadlines facing U.S. businesses.
That information has now been fundamentally overtaken by new events. Effective August 14, 2026, FinCEN’s final rule permanently exempts U.S.-formed companies and U.S. persons from the federal BOI reporting regime. The change provides substantial relief for U.S. companies, but BOI reporting remains relevant for certain foreign companies operating in the U.S.
At the same time, the end of federal BOI reporting for U.S.-formed companies does not mean that beneficial-ownership transparency obligations have disappeared altogether. As we discussed in our earlier analysis of the New York LLC Transparency Act, states may impose separate disclosure requirements on companies formed or registered to do business within their jurisdictions.
For businesses with international operations or ownership structures, the distinction is important because determining whether a filing is required now depends not only on the entity’s ownership and control, but also on where the entity was formed, where it is registered to do business, and which federal and state transparency rules apply.
FinCEN Fundamentally Reshapes BOI Reporting
FinCEN’s August 14, 2026 final rule makes permanent the exemptions previously introduced on an interim basis in March 2025. Domestic entities, including U.S.-formed corporations, LLCs, and other entities that previously fell within the definition of “domestic reporting companies” are no longer subject to federal BOI reporting requirements, including the obligation to update or correct previously filed reports. U.S. persons are likewise no longer required to provide their BOI in connection with a reporting company, and information concerning U.S.-person company applicants no longer needs to be reported. Furthermore, the rule also eliminates an ongoing obligation that could otherwise have remained significant for individuals, i.e., U.S. persons who obtained FinCEN identifiers are no longer required to update or correct information previously submitted to obtain those identifiers; under the revised rule, the ongoing update-and-correction obligation continues to apply only to FinCEN identifier holders who are not U.S. persons.
Foreign Companies Remain Subject to Federal BOI Reporting
The important distinction is that the final rule does not eliminate BOI reporting altogether. Instead, it substantially narrows its scope. The federal reporting requirements now apply to certain entities formed under foreign law that have registered to do business in a U.S. state or Tribal jurisdiction. Those entities remain responsible for reporting their own information and information concerning their non-U.S.-person beneficial owners. They are not required, however, to report information about U.S.-person beneficial owners or U.S.-person company applicants. Notably, even where all of a foreign reporting company’s beneficial owners are U.S. persons, the company must still submit a report, although it does not need to include BOI concerning those owners.
Accordingly, determining whether a foreign company has an ongoing federal BOI filing obligation generally requires consideration of three factors: (1) whether the company is registered to conduct business in the U.S.; (2) whether its beneficial owners are U.S. persons or non-U.S. persons, which affects the information that must be reported but does not, by itself, determine whether the company must file; and (3) whether the company qualifies for an applicable exemption. The result is a federal regime now directed principally at foreign entities operating in the U.S., rather than the broad reporting framework that previously encompassed millions of U.S.-formed businesses. Accordingly, a foreign company entering the U.S. market can still have a federal BOI obligation. The analysis is particularly important where the foreign reporting company has non-U.S. beneficial owners.
What Happens to BOI Already Submitted?
Another important development concerns information that was previously submitted to FinCEN. Because domestic companies and U.S. persons are no longer subject to the reporting requirements, FinCEN concluded that retaining their BOI in its system would no longer serve the same regulatory purpose. In the rulemaking, FinCEN addressed the disposition of this information and indicated that, while a one-time deletion is not among the final rule’s operative amendments, it intends to undertake such a deletion of BOI relating to domestic entities and U.S. persons from FinCEN’s beneficial ownership information system, subject to the agency’s procedures for identifying the affected information.
“BOI Is Gone” Is an Oversimplification
For most U.S. businesses, the practical answer is straightforward – the federal BOI filing obligation is gone. U.S.-formed corporations and LLCs no longer need to file federal BOI reports, and U.S. persons no longer have the corresponding BOI reporting or FinCEN ID update obligations.
However, businesses should not conclude that corporate-transparency obligations have disappeared. Foreign companies registered to do business in the U.S. remain subject to federal BOI reporting, particularly with respect to non-U.S. beneficial owners. And the federal CTA is not necessarily the end of the analysis where state-specific transparency or other disclosure requirements may apply.
The key question in 2026 is therefore no longer simply, “Does my company have to file a BOI report?” but rather “What type of entity is involved, where was it formed, who owns or controls it, and what federal and state transparency requirements apply to that particular structure?”
For U.S. businesses, foreign companies entering the U.S. market, and companies with international ownership structures, the August 2026 rule provides substantial relief but determining whether that relief applies still requires careful legal analysis.
How KBIW Kurpiejewski & Associates, PLLC Can Help
As the rules continue to evolve, understanding how they apply to a particular business or ownership structure remains important, particularly for companies with international operations or ownership. KBIW Kurpiejewski & Associates, PLLC remains available to assist clients, including international businesses operating or investing in the U.S, in assessing these requirements and navigating any continuing federal or state compliance obligations. To schedule a consultation and learn how we can help you, please call us at (212) 220-3956 or email office@kbiw.com.
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