Few compliance rules have changed direction as often as beneficial ownership reporting. Many founders filed reports in 2024, then heard they no longer had to. Here is where it stands as of FinCEN's final rule in 2026, and what still applies.
What the law originally required
The Corporate Transparency Act required most small U.S. corporations and LLCs to report their beneficial owners to FinCEN: individuals who own 25% or more or exercise substantial control. Reporting began January 1, 2024, with initial deadlines that shifted through several court rulings.
What changed
| Date | Change |
|---|---|
| March 2025 | FinCEN issued an interim final rule removing U.S. companies and U.S. persons from reporting |
| August 11, 2026 | FinCEN issued a final rule adopting that exemption |
| August 14, 2026 | The final rule took effect |
Under the final rule, entities created in the United States, previously called domestic reporting companies, are no longer reporting companies. They do not file initial reports, updates or corrections, and U.S. persons do not need to provide their information to reporting companies.
Who still reports
Entities formed under the law of a foreign country that have registered to do business in a U.S. state or tribal jurisdiction remain reporting companies. They report their non-U.S. beneficial owners and company applicants. A SaaS company with a foreign parent that registered a branch in a U.S. state should review this.
State rules are separate
The federal exemption does not override state law. New York's LLC Transparency Act took effect January 1, 2026 and ties its coverage to federal definitions; LLCs formed or registered in New York should confirm their filing or exemption status with the Department of State. Other states have considered similar laws.
What to keep anyway
Even without a federal filing, investors, banks and acquirers ask who owns and controls the company:
- A current cap table tied to stock ledgers and legal documents
- Officer and director lists with board approvals
- Know-your-customer documents for each bank account
- Organizational charts for multi-entity groups
These answer bank and diligence questions quickly, and they are the starting point if reporting returns.
A worked check
| Entity | Formed | Registered in | Federal BOI? |
|---|---|---|---|
| SaaS parent | Delaware | California, Texas | No, U.S.-formed |
| U.S. operating LLC | Delaware | New York | No federally; review New York's rule |
| Foreign parent company | United Kingdom | Registered in Delaware to do business | Yes, as a foreign reporting company |
We keep ownership records current as part of entity compliance and flag any state or federal filing a group structure triggers.
Sources
- FinCEN, Beneficial ownership information
- FinCEN, BOI frequently asked questions
- New York Department of State
Questions founders ask
Does a Delaware C corporation need to file a BOI report with FinCEN?
Under FinCEN's final rule effective August 14, 2026, entities created in the United States are exempt from federal BOI reporting, and do not need to file or update reports.
Does the federal exemption cover state laws?
No. The federal rule does not preempt state beneficial ownership laws. Check each state where the company is formed or registered.
