No. If your startup was formed in the United States, for example as a Delaware C corp, you do not have to file a beneficial ownership information (BOI) report with FinCEN, and you do not have to update one you already filed. FinCEN made that permanent in a final rule issued August 11, 2026 and effective August 14, 2026, which keeps the exemption it first granted in an interim rule in March 2025. It does not matter whether your founders or investors are US citizens: the exemption covers every entity created in the US and its beneficial owners. BOI reporting now applies only to companies formed under the law of a foreign country that have registered to do business in a US state, and even they do not report US persons. Filing with FinCEN has always been free, so any letter or email asking you to pay for a BOI filing is a scam.
Sources: FinCEN, Beneficial Ownership Information Reporting and the final rule, 91 FR 52508 (August 14, 2026), both read October 22, 2026.
What changed, with dates
| Date | What happened | Source |
|---|---|---|
| January 1, 2021 | Congress enacts the Corporate Transparency Act (CTA) | Final rule, section I.A |
| January 1, 2024 | FinCEN's reporting rule takes effect; companies existing before 2024 had until January 1, 2025 to file | Final rule, section I.B |
| December 3, 2024 | A federal court in Texas (Texas Top Cop Shop v. Garland) issues a nationwide preliminary injunction and stays the deadlines | FinCEN alert FIN-2024-Alert005 |
| February 18 and 27, 2025 | FinCEN extends the deadline by 30 days, then says it will not issue fines or penalties while it revises the rule | FinCEN BOI newsroom |
| March 2, 2025 | Treasury says it will not enforce penalties against US citizens or domestic reporting companies | Treasury press release sb0038 |
| March 21 and 26, 2025 | FinCEN announces, then publishes, an interim final rule exempting all US-created entities and US persons (90 FR 13688) | FinCEN news release; final rule |
| April 25, 2025 | Deadline for foreign reporting companies registered before March 26, 2025 | FinCEN BOI page |
| August 11, 2026 | FinCEN issues the final rule that makes the exemption permanent | FinCEN and Treasury news releases |
| August 14, 2026 | Final rule published in the Federal Register and effective the same day | 91 FR 52508 |
| February 10, 2027 | FinCEN does not expect to delete US person information included in any filing made after this date | Final rule, section III.A |
The Corporate Transparency Act itself is still law. FinCEN narrowed it with a power the statute gives the Treasury Secretary, to exempt classes of entities when collecting their information "would not serve the public interest" (31 U.S.C. 5336(a)(11)(B)(xxiv)). Because the exemption now sits in a final rule, a US startup does not need to track the court cases to know where it stands.
What the August 2026 final rule added
Most of the final rule repeats the March 2025 interim rule. Its summary lists three additions:
- Foreign reporting companies no longer report their US person company applicants (the people who filed the registration), and US company applicants no longer have to hand over their details.
- US persons who hold a FinCEN ID no longer have to update or correct the information they gave to get it. FinCEN counted about 760,000 US person FinCEN ID holders at the end of 2025.
- FinCEN says it will delete the information US persons already reported, in one sweep of the database (see below).
Who still files, and by when
After the rule, a "reporting company" is only an entity "formed under the law of a foreign country" that has registered to do business in a US state or tribal jurisdiction "by the filing of a document with a secretary of state or any similar office" (the old definition of a foreign reporting company, now the only one). Examples: a UK limited company, a German GmbH or an Indian private limited company that registered with the California Secretary of State to operate there.
- Registered before March 26, 2025: the initial report was due April 25, 2025.
- Registered on or after March 26, 2025: 30 calendar days after the company receives notice that its registration is effective. The final rule kept 30 days; FinCEN rejected requests for 90.
- Who goes on the report: only beneficial owners who are not US persons. A foreign company whose owners are all US persons reports none of them. Foreign pooled investment vehicles report the non-US person with the most control, or no one if only US persons control them.
- Exemptions still apply. The large operating company exemption, for example, covers an entity with more than 20 full-time employees in the US, more than $5,000,000 of gross receipts or sales on a US federal return for the previous year, and an operating presence at a physical US office (FinCEN FAQ L.7).
- Penalties still apply to foreign reporting companies and foreign persons, for willful violations: a civil penalty of up to $500 a day, inflation-adjusted ($591 in FinCEN's FAQ K.2), and up to two years in prison and a $10,000 fine.
- Where to file: the free FinCEN e-filing system at boiefiling.fincen.gov.
What this means for a Delaware startup with foreign founders or investors
- The Delaware C corp files nothing. It was created by filing a certificate of incorporation in Delaware, so it is a US entity. FinCEN's Q&A on the interim rule says "All domestic entities created in the United States, and their beneficial owners, are exempt." A founder in Berlin or Bangalore, or a seed fund in Singapore, does not change that.
- Qualifying in another state does not make you "foreign" for BOI. When a Delaware corp registers in California or New York, state law calls it a foreign corporation. For BOI purposes it is still formed under US law, so it is still exempt.
- A foreign parent can be a reporting company. If your structure has a non-US parent (a UK Ltd above the Delaware corp, say) and that parent itself registered to do business in a US state, the parent files, reporting its non-US beneficial owners only. A foreign parent that only owns US shares and never registered with a state does not meet the definition. After a typical "Delaware flip" the US corporation sits on top and the old foreign company becomes its subsidiary; the same test applies to it.
- Banks still ask. The final rule says FinCEN's Customer Due Diligence Rule is unchanged: banks and other covered financial institutions still collect beneficial ownership information when you open an account. Expect your bank or fintech account to ask for owner details even though FinCEN does not.
- Incorporation services. Packages such as Stripe Atlas and Clerky once had to deal with BOI for every new company. For a US company there is now nothing to file, so a BOI add-on is not something to pay for. The recurring state filing that does still apply is the Delaware annual report and franchise tax, due March 1.
If you already filed, or ignored the old deadlines
- You already filed: do nothing. You do not have to update or correct the report, and a US person with a FinCEN ID does not have to update it either. FinCEN says it plans to delete information about individuals who reported an identifying document it "reasonably believes was provided by a U.S. person (e.g., U.S. passport, U.S. driver's license)," working with the National Archives. It does not plan to ask you to request deletion and will not confirm it to you; it will post a notice on its website when the deletion is complete. As of October 22, 2026, the BOI newsroom shows no such notice.
- Do not file now "to be safe". FinCEN runs the deletion once. If US company or US person information is included in a filing made after February 10, 2027, FinCEN "does not anticipate deleting that information."
- You never filed: nothing to fix. The final rule notes that Treasury has not enforced any BOI deadlines against US citizens, domestic reporting companies or their beneficial owners since its March 2, 2025 announcement, and the interim rule relieved US entities and US persons of liability under the reporting rule.
Scam letters, emails and calls
The end of BOI reporting has not ended BOI scams. FinCEN's BOI page (read October 22, 2026) gives four tests:
- "There is NO fee to file BOI directly with FinCEN."
- Correspondence that references a "Form 4022" or "Form 5102" is fraudulent.
- FinCEN does not send initial correspondence about CTA penalties by email or phone.
- Do not pay by phone, mail or website because someone asked you to; those requests are fraudulent.
FinCEN's December 18, 2024 fraud alert asks people to report these schemes to the Treasury Office of Inspector General and the FTC at ReportFraud.ftc.gov, and victims of online scams to the FBI's IC3. Delaware companies see a similar pattern with state look-alike mail; the Delaware annual report guide covers that.
State look-alikes: New York's LLC disclosure
New York has its own beneficial ownership disclosure under New York LLC Law sections 1106 to 1108. Per the Department of State FAQ (read October 22, 2026; it reflects the law in effect on December 23, 2025):
- It covers LLCs formed under the law of a foreign country that are authorized to do business in New York. New York LLCs and LLCs formed in another US state, including Delaware, are exempt. The FAQ does not cover corporations, so a Delaware C corp is outside it.
- Owners who are US persons do not have to be included.
- LLCs authorized before January 1, 2026 file by December 31, 2026; new ones within 30 days of applying for authority, then annually. Each statement or exemption attestation costs $25.
- Late filers are marked past due after 30 days and delinquent after two years; the Attorney General can fine up to $500 a day.
We have not found another state with a comparable regime confirmed on the state's own site. If you hear of one, check the secretary of state's page, not a filing service's blog.
FAQ
Do I still need to file a BOI report in 2026?
Not if your company was formed in the US. Since FinCEN's final rule took effect on August 14, 2026, only companies formed under foreign law and registered to do business in a US state file BOI reports.
Is the Corporate Transparency Act repealed?
No. The statute still exists, but FinCEN used the Secretary's exemption power to remove all US-created entities and US persons from its reporting requirements. In practice it now applies to foreign reporting companies and their non-US owners.
My Delaware C corp has foreign founders. Do we have to file?
No. The exemption is based on where the company was formed, not on who owns it. "All domestic entities created in the United States, and their beneficial owners, are exempt," per FinCEN.
What is the BOI report deadline for foreign companies?
30 calendar days after the company receives notice that its registration to do business in a US state is effective. Foreign companies registered before March 26, 2025 had until April 25, 2025.
I already filed a BOI report. Do I need to update it or delete it?
No update is required. FinCEN plans a one-time deletion of information reported by US persons and will not confirm it individually. Avoid filing anything new after February 10, 2027, because FinCEN does not plan to delete information in later filings.
Is there a fee to file a BOI report?
No. Filing directly with FinCEN is free. A letter, email or website asking for a BOI fee, or citing "Form 4022" or "Form 5102", is fraudulent.
Rules and dates from FinCEN's BOI pages and FAQs, the final rule at 91 FR 52508 and the New York Department of State, all read on October 22, 2026. This page is general information, not legal advice. If your structure includes a company formed outside the US, ask your lawyer whether it is registered to do business in any state.
Compliance filings are small next to payroll and runway, but they add up. To keep state taxes, fees and the rest of your costs in one forecast, model them in Adlega.