The Corporate Transparency Act created a federal beneficial ownership reporting regime, but it no longer reaches companies formed in the United States. Under FinCEN’s current rule, only entities formed under the law of a foreign country and registered to do business in a US state or tribal jurisdiction have to file a beneficial ownership information report. Companies created in the United States, including corporations, LLCs, and special purpose vehicles, are exempt.
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What beneficial ownership information reporting is
Beneficial ownership information, usually shortened to BOI, is the identifying detail FinCEN collects about the people who own or control a reporting company. The Corporate Transparency Act, passed in 2021, directed the Treasury’s Financial Crimes Enforcement Network to build that database as an anti money laundering measure, and reporting began on January 1, 2024.
Which companies have to file today
FinCEN narrowed the rule in an interim final rule on March 26, 2025 and adopted that change in a final rule published on August 14, 2026. The definition of a reporting company now covers only entities formed under foreign law that have registered to do business in a US state or tribal jurisdiction.
Two consequences follow for anyone running an investment vehicle. A US-formed SPV, fund, or management entity has no BOI filing duty, and no duty to update or correct a report it filed while the earlier rule was in force. A foreign reporting company that does have to file is not required to report the beneficial ownership information of any US person who owns or controls it.
Deadlines for a foreign reporting company
A foreign entity that had already registered to do business in a US state before March 26, 2025 was due to file by April 25, 2025. One that registers on or after that date files within 30 calendar days of receiving notice that its registration is effective. The same 30 day window applies to updating or correcting a report.
Penalties
The statute’s penalties still apply to a company that is required to report and does not. Willful failure to report complete or updated information, or willfully providing false information, can carry civil penalties accruing daily and criminal penalties including a fine and up to two years of imprisonment. A company outside the current definition of a reporting company is not exposed to them, because it has nothing to file.
Why this changed
The Act was challenged in court soon after reporting began, and a federal district court in Alabama held it unconstitutional as applied to the plaintiffs in that case. That decision was later reversed on appeal, so it is not the reason the rule is narrower today. The narrowing came from FinCEN itself, through the rulemaking described above.
What to do about it
If your entity was formed in the United States, there is nothing to file and nothing to update. If you hold or manage an entity formed abroad that is registered to do business in a US state, check whether it meets an exemption, and if it does not, confirm its filing status against FinCEN’s own guidance rather than against older articles, since the rule moved twice between 2024 and 2026. Rules in this area have changed more than once, so confirm the current position with counsel before relying on it.
This article is general information, not legal advice. Speak with qualified counsel about your own entities.
