Does my existing business need to file a BOI report?

If your company was formed in the United States, no. Under FinCEN's final rule, effective August 14, 2026, companies formed in the United States and their beneficial owners are permanently exempt from beneficial ownership information reporting. This applies whether or not the company filed a report earlier, and there is no ongoing obligation to update or correct a report that is no longer required. The requirement now reaches only entities formed under the law of a foreign country that register to do business in a U.S. state or Tribal jurisdiction.

Who still has to file a BOI report?

Only foreign reporting companies: entities formed under foreign law that registered to do business in a U.S. state or Tribal jurisdiction on or after March 26, 2025. Such a company must file within 30 days of the date its registration takes effect. Foreign reporting companies are not required to report U.S. persons as beneficial owners. A foreign-formed company that registered before March 26, 2025 is outside the current reporting requirement.

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Q: What is a beneficial owner under the Corporate Transparency Act?

A beneficial owner is an individual who directly or indirectly owns or controls 25 percent or more of a reporting company's ownership interests, or who exercises substantial control over the company. Substantial control includes serving as a senior officer, having authority to appoint or remove officers or a majority of directors, or having authority to make important decisions about the company's operations or finances. For a foreign reporting company, U.S. persons are excluded from the individuals it reports.

Q: How do I file a BOI report?

Reports are filed electronically through FinCEN's BOI E-Filing system at fincen.gov. The filing requires identifying information and an acceptable identification document for each beneficial owner being reported. There is no filing fee. The first step, though, is determining whether the company is in scope at all: since August 14, 2026 most companies asking this question are not.

Q: What happens if ownership changes after I file my initial BOI report?

For a company still within the reporting requirement, an updated report must be filed within 30 days of any change to previously reported information, including ownership percentages, the individuals exercising substantial control, a reported person's legal name or address, and the company's own information. A U.S.-formed company that is now exempt has no updating obligation, even if it filed a report before the exemption took effect.

As of August 14, 2026, U.S.-formed companies are exempt from BOI reporting. Under FinCEN’s final rule, the obligation now applies only to foreign companies formed outside the United States that register to do business in a U.S. state. Manay CPA determines whether your company is in scope and, if it is, prepares and files the report.

If your company is exempt, the filings that do still carry deadlines and penalties are unaffected: Form 5472 with a pro forma Form 1120 for a foreign-owned single-member LLC, the entity’s own federal return, and state annual reports and franchise tax. We handle these through our business compliance, franchise tax filing and international tax services. Setting up a new U.S. entity is covered by new business formation and EIN application, with ITIN application, registered agent and U.S. bank account opening alongside it.

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What Is a FinCEN BOI Report?

Short answer: A Beneficial Ownership Information (BOI) report is a federal filing under the Corporate Transparency Act that identifies a company’s beneficial owners to FinCEN. FinCEN’s final rule, effective August 14, 2026, permanently exempts all companies formed in the United States — including foreign-owned LLCs — from this requirement.

The obligation now applies only to foreign companies registered to do business in a U.S. state or tribal jurisdiction. Those companies report only beneficial owners who are not U.S. persons; no information is reported for U.S. persons. FinCEN is deleting previously reported U.S.-person data in a single database sweep.

Newly registered foreign company: initial report within 30 days of registration
Foreign company registered before March 26, 2025: the deadline was April 25, 2025
Company formed in the U.S. (LLC, corporation, LP): no reporting obligation

Source: FinCEN — Beneficial Ownership Information Reporting. Last updated: September 22, 2026.

A foreign company that remains in scope and fails to file — or fails to update its BOI report when reported information changes — faces civil penalties for each day the filing is late, and potential criminal penalties for willful violations. Manay CPA confirms whether your company is in scope, prepares and files the report when it is, and manages update filings whenever a reportable change occurs.

Steps

Entity Eligibility Review

We confirm whether your entity is required to file a BOI report or qualifies for one of the statutory exemptions — there are 23 exemption categories — and advise you on your filing obligation before any deadline approaches.

Owner Identification

We work with you to identify every individual who qualifies as a beneficial owner under the CTA’s definition — those with 25 percent or more ownership and those who exercise substantial control — and gather the required identifying information for each.

BOI Report Filing

We prepare your BOI report with accurate information about the reporting company, its beneficial owners, and its company applicants if applicable, and submit it to FinCEN through the secure filing system before your applicable deadline.

Update Filing Management

We track changes in your ownership structure and management that may trigger an update filing requirement and submit updated BOI reports within the required 30-day window whenever a reportable change occurs.

Who Is Required to File in 2026

Since August 14, 2026, BOI reporting applies only to companies formed outside the United States that have registered to do business in a U.S. state or tribal jurisdiction. Corporations, LLCs and limited partnerships formed in the United States are permanently exempt, even when their owners or founders are foreign nationals.

Foreign reporting companies report only beneficial owners who are not U.S. persons. A newly registered foreign company must file its initial report within 30 days of registration. The 23 statutory exemptions (large operating companies, public companies, banks, SEC-registered entities and others) continue to apply to these companies.

What Information Must Be Reported

2026 update: This section applies only to foreign companies registered to do business in the United States. U.S.-formed companies have had no BOI reporting obligation since August 14, 2026.

The report requires information about the reporting company itself — its legal name, any trade names, its current address, its country of formation and the U.S. state where it is registered, and its IRS tax identification number. For each reported beneficial owner it requires full legal name, date of birth, current residential address, and the number and a clear image of an acceptable identification document such as a passport or driver’s license.

No information is reported for U.S. persons. They are not included as beneficial owners or as company applicants. FinCEN is deleting previously reported U.S.-person data in a single database sweep.

Who Still Faces Penalty Exposure?

U.S.-formed companies carry no BOI penalty exposure today; the requirement was eliminated by the final rule effective August 14, 2026. A past failure to file does not create an ongoing liability for these companies.

For foreign companies that remain in scope, the penalties are severe: civil penalties accrue for each day a required filing is late or unfiled, and willful violations can carry fines of up to $10,000 and imprisonment of up to two years. Manay CPA determines which group your company falls into — an unnecessary filing carries risk just as a missing one does.

Update Filings Are Required Within 30 Days of a Change

The BOI report is not a one-time filing. Any change in the reported information — a new beneficial owner, a change in an existing owner’s name or address, a change in the individuals who exercise substantial control — triggers an update filing requirement within 30 days of the change.

This means that common business events — adding a new partner, removing an owner, updating an officer’s address — all require a BOI update filing. Manay CPA monitors reportable changes for every BOI client and manages update filings within the required window so the obligation is continuously met.

Frequently Asked Questions about FinCEN BOI Report

Does my U.S. company still need to file a BOI report? (2026 update)

If your company was formed in the United States, no. FinCEN’s final rule, effective August 14, 2026, permanently exempts every U.S.-formed company — including those with foreign founders or owners — from BOI reporting. If you never filed, you have no continuing obligation on that basis.

If your company was formed outside the United States and is registered to do business in a U.S. state, the obligation continues, and you report only beneficial owners who are not U.S. persons. If you are unsure which applies, Manay CPA will confirm it for you.

What is a beneficial owner under the Corporate Transparency Act?

A beneficial owner is any individual who directly or indirectly owns or controls 25 percent or more of a reporting company’s ownership interests, or who exercises substantial control over the company. Substantial control includes serving as a senior officer, having authority to appoint or remove officers or a majority of directors, or making or having authority to make important decisions about the company’s operations or finances.

Are there exemptions from the BOI report requirement?

Every U.S.-formed company is exempt. Since the final rule took effect on August 14, 2026, a U.S.-formed company no longer needs to qualify for a statutory exemption — the requirement is gone entirely.

The 23 exemption categories still matter only for foreign companies registered to do business in the United States. The best known are large operating companies with more than 20 full-time U.S. employees and over $5 million in annual gross receipts, public companies, SEC-registered entities, banks and credit unions. Manay CPA checks your position first so that you do not file unnecessarily.

How do I file a BOI report?

2026 update: This section applies only to foreign companies registered to do business in the United States. U.S.-formed companies have had no BOI reporting obligation since August 14, 2026.

BOI reports are filed electronically and free of charge through FinCEN’s secure BOSS system at fincen.gov. The filing requires identifying information and a copy of an acceptable identification document for each reported beneficial owner. Reported information is not public; it is accessible only to authorized authorities. Incomplete or inaccurate filings create penalty exposure, so accuracy matters. Manay CPA prepares and submits BOI filings for companies that remain in scope.

What happens if ownership changes after I file my initial BOI report?

2026 update: This section applies only to foreign companies registered to do business in the United States. U.S.-formed companies have had no BOI reporting obligation since August 14, 2026.

For a foreign company that remains in scope, an updated BOI report must be filed within 30 days of any change to previously reported information. This includes changes in ownership percentages, changes in the individuals who exercise substantial control, changes to a reported beneficial owner’s legal name or residential address, and changes to the company’s own information. Manay CPA monitors these changes and files the update on your behalf.

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