Few compliance topics produced more client calls in the last two years than beneficial ownership information (BOI) reporting under the Corporate Transparency Act. The question has now largely settled. FinCEN issued a final rule on August 11, 2026 that permanently removes the requirement for U.S. companies and U.S. persons to report BOI. The rule became effective on August 14, 2026. This post covers what the final rule did, the narrow group that still files, and how a CPA firm should close out the topic in client files and engagement terms.
How did we get here?
The sequence matters because clients will ask why they filed, or paid someone to file, a report that is no longer required.
- The original rule. As first written, the reporting regime covered most small U.S. corporations and LLCs created by filing with a secretary of state, plus foreign entities registered to do business in a state.
- Litigation. In National Small Business United v. Yellen (N.D. Ala.), a March 1, 2024 final judgment held that the Corporate Transparency Act exceeds the Constitution's limits on Congress's power and enjoined enforcement against the plaintiffs. The government appealed on March 11, 2024. FinCEN's BOI page notes that it complied with the order.
- The interim final rule. FinCEN announced an interim final rule on March 21, 2025, published March 26, 2025. It narrowed "reporting company" to entities formed under the law of a foreign country that registered to do business in a U.S. state or Tribal jurisdiction. Entities previously known as domestic reporting companies, and their beneficial owners, were exempt. FinCEN said it would not enforce BOI penalties against U.S. citizens, domestic reporting companies or their beneficial owners.
- The final rule. On August 11, 2026, FinCEN adopted the interim rule as final, with two additions that expand relief for U.S. persons. The final rule took effect August 14, 2026.
What did the final rule change from the interim rule?
FinCEN's question and answer document on the final rule lists the differences. The final rule adopts every interim change as permanent, and it adds two items:
- Foreign reporting companies no longer report U.S. person "company applicants," meaning the individuals who helped the foreign company register to do business in the United States.
- U.S. persons who obtained a FinCEN identifier (FinCEN ID) no longer need to update or correct the information they gave when they applied.
Reporting companies also do not report BOI of any U.S. person beneficial owner, and U.S. persons are exempt from providing their information to a reporting company.
Who still has to file?
Only foreign reporting companies. Under the final rule, a reporting company is an entity formed under the law of a foreign country that has registered to do business in any U.S. state or Tribal jurisdiction by filing a document with a secretary of state or similar office. Several exemptions still apply, so a foreign entity should review the criteria before concluding it must file.
A beneficial owner is an individual who directly or indirectly exercises substantial control over the reporting company or owns or controls at least 25% of its ownership interests. Because U.S. persons are carved out, a foreign reporting company reports only its foreign individual owners.
The company-level data a reporting company files includes its legal name, any trade names, its U.S. principal place of business address (or the address from which it conducts business in the United States), its foreign jurisdiction of formation, the state or Tribal jurisdiction where it first registered, and its IRS taxpayer identification number or a foreign tax identification number.
What are the deadlines for foreign reporting companies?
The interim final rule set the timing, and FinCEN's Q&A says the final rule imposes no reporting requirements beyond those already in effect:
- Foreign companies registered to do business in the United States before March 26, 2025 had to file by April 25, 2025.
- Foreign companies registered on or after March 26, 2025 have 30 calendar days to file an initial report after receiving notice that their registration is effective.
Non-U.S. individuals who hold a FinCEN ID must report changes to the information they submitted within 30 calendar days after the change. A reporting company with a FinCEN ID updates its information by filing an updated or corrected BOI report.
What happens to reports domestic clients already filed?
FinCEN said it will delete previously reported information that it reasonably believes was provided by a U.S. person, whether as a company applicant, beneficial owner or FinCEN ID recipient. The Q&A says FinCEN expects to work with the National Archives and Records Administration so deletion follows federal records law. FinCEN has not tied the deletion to any client action, so domestic clients do not need to file anything to have their data removed.
What should CPA firms tell clients now?
For most domestic clients the message is short: no BOI report is required, no updates are required, and no penalties will be pursued for past non-filing. A few groups need more than that.
Clients with foreign entities registered in a state
Inbound structures are where the rule still bites. Look for foreign parent companies, foreign holding companies, and foreign-formed entities that registered to do business in a state to hold U.S. real estate, open a branch or employ U.S. staff. For each one:
- Confirm the registration date, the date the company received notice that its registration was effective, and whether the 30-day window has run.
- Confirm whether an exemption applies.
- Identify foreign individual beneficial owners only. Do not collect U.S. person data for the filing.
- Calendar the update process for changes in foreign ownership or company data.
Domestic clients who still hold FinCEN IDs
U.S. persons do not need to update FinCEN ID information. A client who obtained one can simply stop maintaining it. Note it in the permanent file so future staff do not reopen the issue.
Clients who ask about bank requests
The final rule does not touch the separate Customer Due Diligence Rule. Covered financial institutions still collect beneficial ownership information from legal entity customers when they open accounts. Clients who hear "BOI is gone" may push back on a bank's ownership form. That form is a separate obligation and the bank can still require it.
State-level disclosure laws
The federal exemption does not preempt a state that adopted its own entity ownership disclosure requirement. When a client forms or registers an entity, check the formation state's current rules rather than assuming the federal change ends the inquiry.
How should the firm update its own files and engagement terms?
Firms that offered BOI filing as a service in 2024 and 2025 should close it out cleanly.
- Engagement letters. Remove BOI filing from standard tax and business services letters for domestic clients. For clients with foreign entities, either scope it in expressly or exclude it expressly. Unscoped work is where expectation gaps come from. See the firm guidance on engagement letter scope and change orders.
- Data retention. If the firm collected passport or driver's license images to prepare reports, apply the firm's retention policy and dispose of copies it no longer needs. That information is sensitive and no longer serves a filing purpose for U.S. persons.
- Client communication. Send one plain-language notice to affected clients citing the August 2026 final rule. Keep a copy in each client file.
- Advice standard. Treat BOI questions as legal compliance questions. The firm's Circular 230 competence obligations apply to tax advice, and many firms refer entity law questions to counsel.
Common questions
Does a domestic LLC formed in 2026 need to file a BOI report?
No. Entities created in the United States are not reporting companies under the final rule.
Does a foreign company owned entirely by U.S. persons have to report?
It remains a reporting company if it is foreign-formed and registered in a state and no exemption applies, but it does not report U.S. person beneficial owners or U.S. person company applicants.
Will FinCEN penalize a domestic company that never filed?
FinCEN said under the interim rule that it would not enforce penalties against domestic reporting companies or their beneficial owners, and the final rule removed the requirement permanently.
CORAA prepares ready-to-review audit files for US CPA firms; see /us.
Sources
- FinCEN, Beneficial Ownership Information Reporting: https://www.fincen.gov/boi
- FinCEN, FinCEN Permanently Ends Beneficial Ownership Reporting Requirements for Millions of Small Business Owners: https://www.fincen.gov/news/news-releases/fincen-permanently-ends-beneficial-ownership-reporting-requirements-millions
- FinCEN, Final Rule: Questions and Answers: https://www.fincen.gov/system/files/2026-08/QAs_BOIFinalRule.pdf
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