US FinCEN BOI Reporting FAQ 2026

The Corporate Transparency Act (CTA, codified at 31 USC §5336) was enacted as part of the National Defense Authorization Act for Fiscal Year 2021 and is administered by the Financial Crimes Enforcement Network (FinCEN), a bureau of the US Department of the Treasury. The CTA requires most US LLCs and corporations to file a Beneficial Ownership Information (BOI) report identifying the natural persons behind the entity. This FAQ summarises the 2026 status as verified on 2 May 2026.

The FinCEN BOI hub is at:

• https://www.fincen.gov/boi
• https://www.fincen.gov/boi-faqs

Q1. What is BOI and who must report?

A. The BOI report identifies the beneficial owners and (for entities formed in 2024 or later) the company applicants of a “reporting company.” Under 31 USC §5336(a)(11), a “reporting company” is any corporation, LLC, or similar entity created by filing a document with a state’s secretary of state (or equivalent) — and any foreign entity registered to do business in a US state.

Most domestic US LLCs and corporations are reporting companies. Sole proprietorships and general partnerships that do not require a state filing are not.

Q2. Who is a “beneficial owner”?

A. Under 31 USC §5336(a)(3) and the FinCEN regulations (31 CFR §1010.380), a beneficial owner is any natural person who, directly or indirectly:

• Exercises substantial control over the reporting company (CEO, COO, CFO, general counsel, similar officers; persons with authority to remove or replace senior officers; persons with substantial influence over important decisions); or
• Owns or controls at least 25% of the ownership interests of the reporting company (by votes, value, or other measures).

Indirect ownership tunnels through intermediate entities — a 25% beneficial owner of a holding company that owns 100% of the reporting company is a 25% beneficial owner of the reporting company.

Q3. What information goes into the BOI report?

A. For each beneficial owner (and, for entities formed 2024+, each company applicant):

• Full legal name;
• Date of birth;
• Current residential address (or business address for company applicants);
• Unique identifying number from a non-expired US passport, US driver’s licence, or US state-issued ID, or a non-US passport (for non-resident owners);
• An image (photo or scan) of the identifying document.

For the reporting company itself: legal name, any DBA/trade names, current US address of principal place of business, jurisdiction of formation, and the IRS Tax Identification Number (EIN).

Q4. When must the BOI report be filed?

A. Filing windows depend on when the reporting company was formed:

Updates to BOI must be filed within 30 days of any change.

Q5. What’s the litigation status of the CTA in 2026?

A. The CTA’s applicability has been the subject of significant federal court litigation in 2024–2025. Key developments:

• A district court in Alabama (NSBA v. Yellen, 2024) ruled the CTA unconstitutional as applied to the plaintiffs;
• A district court in Texas (Texas Top Cop Shop) issued a nationwide preliminary injunction in late 2024;
• Subsequent litigation, appeals, and Treasury Department guidance modified the timing and applicability;
• In 2025, FinCEN issued interim final rules narrowing the CTA’s reach to certain foreign entities and exempting most US-formed companies from immediate filing obligations.

As of the verification date of this FAQ (2 May 2026): Founders should check the FinCEN website before making any decision about whether to file. The state of the law has changed materially within short windows. The current FinCEN guidance is at:

• https://www.fincen.gov/boi
• https://www.fincen.gov/boi-faqs

Q6. What are the penalties for not filing?

A. Under 31 USC §5336(h):

• Civil penalties: USD 591/day (inflation-adjusted from the original USD 500/day);
• Criminal penalties: USD 10,000 fine and/or 2 years imprisonment for willful violations.

Wilful providing of false or fraudulent information carries the same criminal exposure.

Q7. What is the company applicant?

A. For entities formed on or after 1 January 2024, the BOI report must also identify the company applicant:

• The natural person who directly files the formation documents with the state; and
• (If different) the natural person who is primarily responsible for directing or controlling the filing.

Up to two company applicants may be reported. Company applicants are reported once (at initial filing) and need not be updated if they change later.

For entities formed before 2024, no company applicant is required.

Q8. Are there exemptions?

A. Yes. 23 categories of exempt entities under 31 USC §5336(a)(11)(B), including:

• Publicly traded companies (already SEC-reporting);
• Banks and credit unions (already heavily regulated);
• Investment companies and advisers registered with the SEC;
• Insurance companies (state-regulated);
• Tax-exempt non-profits under IRC §501(c) and §527(e)(1);
• Large operating companies (≥20 full-time US employees + ≥USD 5 million US revenue + physical US presence);
• Inactive entities (more than one year old, no active business, no foreign owners, no asset transfer in past 12 months, less than USD 1,000 in assets, US-only).

Most early-stage startups and small LLCs do not qualify for exemption.

Q9. How is BOI filed?

A. Through FinCEN’s online BOI E-Filing System:

• https://boiefiling.fincen.gov/

The filing is free. There is no FinCEN fee.

Beneficial owners may also obtain a FinCEN ID — a unique identifier that, once obtained, can be used in BOI reports of multiple entities so the owner does not have to provide the same identifying documents repeatedly.

Q10. What changes trigger an update?

A. Within 30 days of any change to:

• The reporting company’s information (name, DBA, address, jurisdiction);
• Any beneficial owner (new owner crossing 25%, owner ceasing to be beneficial, name change, address change, document expiration);
• Substantial control persons (CEO replacement, etc.).

Company applicants are not updated. Once the initial filing identifies them, that information is fixed.

Q11. Is BOI public?

A. No. Unlike the federal CBCA’s ISC register in Canada (public since 22 January 2024), the FinCEN BOI database is not publicly searchable. Access is limited to:

• Federal law enforcement;
• Federal agencies engaged in national security or intelligence;
• State, local, and tribal law enforcement (with court authorisation);
• Federal regulators (with appropriate authority);
• Foreign authorities (through specific channels);
• Financial institutions (with the consent of the reporting company, for KYC purposes);
• Treasury for tax administration.

Members of the public, journalists, and corporate-research databases do not have access.

Q12. What’s the practical workflow?

A. For a newly-formed LLC or corporation:

1. Form the entity with the state secretary of state.
2. Identify beneficial owners — anyone with ≥25% ownership or substantial control.
3. Identify company applicants (if formed 2024+) — typically the founder filing, the registered agent service if they did the filing, or the lawyer.
4. Collect identifying documents — passport or US ID for each.
5. File initial BOI — within 30 days (2025+) through https://boiefiling.fincen.gov/
6. Obtain FinCEN IDs — optional, but useful if owners are involved in multiple entities.
7. Calendar updates — monitor for any change in beneficial ownership or substantial control.

Q13. How is this different from CBCA’s ISC register or BC’s Transparency Register?

A.

US founders concerned about ownership privacy actually benefit from the BOI’s non-public nature compared to the Canadian equivalents. The trade-off is that BOI applies to virtually every US LLC and corporation (subject to the litigation status), while Canadian regimes focus on a smaller universe of corporate entities.

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Disclaimer

Legal information, not legal advice. MmowW Scrib🐮 is operated by a licensed Gyoseishoshi (行政書士) office in Japan. We are not US attorneys. For US compliance advice, retain an attorney admitted in the relevant US state.

Sources

1. FinCEN BOI hub — https://www.fincen.gov/boi
2. FinCEN BOI FAQs — https://www.fincen.gov/boi-faqs
3. FinCEN BOI E-Filing — https://boiefiling.fincen.gov/
4. Cornell LII — 31 USC §5336 — https://www.law.cornell.edu/uscode/text/31/5336