FinCEN BOI Compliance — Corporate Transparency Act
Last updated: April 2026
The federal Corporate Transparency Act (CTA) required most U.S. businesses — corporations, LLCs, and similar entities — to file Beneficial Ownership Information (BOI) reports with the Financial Crimes Enforcement Network (FinCEN). On March 26, 2025, FinCEN issued an interim final rule that removed this requirement for all domestic companies and U.S. persons. As of April 2026, the interim rule has not been finalized, and the CTA itself has not been repealed.
This page explains what changed, who is still affected, and why New York business owners should continue to pay attention.
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What FinCEN Changed
FinCEN’s March 26, 2025 interim final rule made three significant changes:
U.S.-formed entities are exempt. All entities created in the United States — including corporations, LLCs, partnerships, and similar structures — are no longer considered “reporting companies” under the CTA. They are not required to file BOI reports with FinCEN.
U.S. persons are exempt as beneficial owners. Even for foreign entities that must still report, U.S. citizens and lawful permanent residents do not need to be identified as beneficial owners in the filing.
Foreign-formed entities remain subject to reporting. Entities formed under the law of a foreign country that are registered to do business in any U.S. state remain reporting companies and must file BOI reports — unless they qualify for a specific exemption.
FinCEN also confirmed that it will not enforce penalties or fines against any U.S. companies or U.S. persons for failure to file or update BOI reports under any prior deadlines.
What This Means for New York Business Owners
If your business was formed in the United States — whether in New York or any other state — you are not currently required to file a BOI report with FinCEN. You do not need to update or correct any previously filed report. If you already filed a BOI report before the March 2025 rule change, no further action is required.
If you obtained a FinCEN Identifier, it remains valid but there is no current obligation to update it for domestic entities.
Foreign-Formed Entities — Filing Deadlines
If your entity was formed under the law of a foreign country and is registered to do business in the United States, you remain subject to BOI reporting unless you qualify for one of the CTA’s 23 exemptions. Current deadlines:
Foreign entities registered to do business in the U.S. before March 26, 2025: BOI reports were due by April 25, 2025.
Foreign entities registered to do business in the U.S. on or after March 26, 2025: BOI reports must be filed within 30 days of receiving notice that registration is effective.
U.S. persons who are beneficial owners of foreign reporting companies are exempt from being reported — the foreign entity need only report non-U.S. beneficial owners.
Why the Change Happened
The CTA faced sustained legal challenges after it took effect on January 1, 2024. Multiple federal courts issued injunctions blocking enforcement. The government paused and reinstated reporting requirements several times throughout 2024 and early 2025. After a change in presidential administrations, the Treasury Department announced in March 2025 that it would not enforce the CTA against domestic companies and would narrow the rule to foreign entities only. FinCEN’s interim final rule formalized that position.
FinCEN stated it intended to finalize the rule by late 2025. As of April 2026, finalization has not occurred. The interim rule remains in effect.
Why This Still Matters
The CTA has not been repealed. It remains a properly enacted federal law (31 U.S.C. § 5336). The current domestic exemption exists through an interim final rule — not through legislative action. Several appellate courts have upheld the CTA’s constitutionality. A future administration could broaden the reporting requirements again through rulemaking without needing new legislation.
Separately, some private obligations may still reference the CTA. Loan agreements, operating agreements, investor side letters, and due diligence questionnaires drafted in 2023 or 2024 may contain covenants requiring CTA compliance regardless of current enforcement status. If your business agreements reference the CTA or BOI reporting, review those provisions to determine whether a contractual obligation exists independent of FinCEN enforcement.
We recommend that all business owners maintain accurate records of their beneficial ownership information — names, dates of birth, addresses, and government ID numbers for all individuals who exercise substantial control or own 25% or more of the entity. If reporting requirements are reinstated, companies that maintained their records will be able to comply quickly. Companies that discarded this information may face a scramble under a short deadline.
Penalties Under the CTA (If Reinstated)
Although penalties are not currently being enforced against domestic companies, the CTA’s penalty provisions remain in the statute:
Civil penalties of up to $500 per day for each day a violation continues.
Criminal penalties of up to $10,000 and up to 2 years imprisonment for willful violations.
These penalties apply to any person who willfully provides false or fraudulent beneficial ownership information or willfully fails to report complete or updated information.
How We Help
We advise New York businesses on their current obligations under the CTA and help them prepare for potential changes. Our services include determining whether your entity is currently subject to reporting (particularly for foreign-formed entities), reviewing existing business agreements for CTA-related covenants that may still apply, maintaining beneficial ownership records in a compliance-ready format, advising on FinCEN Identifier management, and monitoring regulatory and legislative developments so you are not caught off guard if requirements are reinstated.
Attorney Cook holds an LL.M. in Taxation and has been advising New York businesses on entity compliance for over 25 years. Learn about the New York LLC Transparency Act (NY LLCTA), a separate state-level beneficial ownership reporting law that also took effect in 2026.
Contact Us
Call toll-free: (888) 275-2620. Available 24/7.
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Last reviewed by Attorney Ronald S. Cook — April 2026
This page is for informational purposes only and does not constitute legal advice. The regulatory landscape for beneficial ownership reporting is evolving. Contact the firm for guidance specific to your situation.
