Definition
The Corporate Transparency Act of 2021 directed FinCEN to collect beneficial ownership information (BOI) about who owns or controls certain entities. FinCEN issued an interim final rule on March 26, 2025 that removed U.S. companies and U.S. persons from the reporting requirement. On August 11, 2026, FinCEN issued a final rule making those exemptions permanent, effective August 14, 2026. U.S. companies are exempt. Reporting remains for foreign-formed entities registered to do business in a U.S. state or tribal jurisdiction that do not qualify for another exemption.
Why it matters in an audit or review
Clients may still ask whether they must file, and firms that helped with BOI filings in 2024 or 2025 should update what they told clients. Ownership structure still matters to auditors for identifying related parties and for client onboarding checks.
Example
Illustrative: a client formed in Delaware asks whether it must file a BOI report. Under the final rule it does not. A foreign-formed subsidiary registered to do business in Texas should check whether an exemption applies.
Common mistakes
- Telling clients that an earlier filing deadline still applies.
- Assuming that an exemption from BOI reporting removes the need to identify related parties under ASC 850.
Sources
- FinCEN, Beneficial Ownership Information Reporting: https://www.fincen.gov/boi
- FinCEN, Interim Final Rule (March 26, 2025) and Final Rule (August 11, 2026)
- Corporate Transparency Act, 31 U.S.C. 5336
Definitions paraphrase AICPA and FASB guidance; read the standard itself before relying on a requirement. Example figures are illustrative. This page is guidance, not professional advice. Report an error