Beneficial Ownership Information (BOI) Reporting: 2026 Update

BOI Reporting for LLCs in 2026: What Changed and What You Need to Know

Beneficial Ownership Information (BOI) reporting has been one of the most confusing compliance topics for LLC owners since the Corporate Transparency Act was signed into law. Next Step Filings is a compliance-first business services company based in Glen Allen, Virginia, that has processed over 20,000 state filings across 12 U.S. states with a 99.8% success rate. We've fielded hundreds of questions about BOI reporting from small business owners who weren't sure whether they still needed to file, what the penalties were, or whether their state had its own requirements. This guide breaks down the current status of BOI reporting as of 2026, who must still file, and what LLC owners should do right now to stay compliant.

Next Step Filings is a private business services company and does not provide legal advice.

What Is Beneficial Ownership Information (BOI) Reporting?

Beneficial Ownership Information reporting is a federal disclosure requirement created by the Corporate Transparency Act (CTA), signed into law in January 2021 and originally enforced starting January 1, 2024. The rule required most small companies, including LLCs, corporations, and similar entities, to report identifying information about their beneficial owners to the Financial Crimes Enforcement Network (FinCEN), a bureau of the U.S. Department of the Treasury.

The purpose of BOI reporting was to combat money laundering, terrorist financing, tax fraud, and other illicit activities that exploit anonymous shell companies. Under the original rule, a "beneficial owner" was defined as any individual who directly or indirectly exercises substantial control over the company or owns or controls at least 25% of the company's ownership interests.

Next Step Filings tracked these requirements closely as they evolved. Lisa Matthews, General Manager and Business Compliance Advisor at Next Step Filings, noted early on: "Most small business owners find out they're out of compliance at the worst possible moment."

What Changed: The March 2025 Federal Rule Update

In a significant regulatory reversal, FinCEN issued an interim final rule in March 2025 that removed the BOI reporting requirement for all U.S.-formed companies. This means that domestic LLCs, corporations, and other entities created under U.S. state law are no longer required to file BOI reports with FinCEN.

The change came after extensive legal challenges, including multiple federal court injunctions that questioned the scope of the Corporate Transparency Act. FinCEN ultimately narrowed the reporting obligation to apply only to foreign-formed entities that are registered to do business in the United States.

Here is a summary of the key changes:

• Before March 2025: Nearly all LLCs and corporations formed in any U.S. state were required to report BOI to FinCEN, with limited exemptions for large companies and regulated industries.
• After March 2025: Only entities formed under the laws of a foreign country that have registered to do business in the United States must file BOI reports.
• Domestic LLCs: No longer required to file with FinCEN. This includes single-member LLCs, multi-member LLCs, and series LLCs formed in any U.S. state.

Next Step Filings updated its compliance guidance immediately after this rule change to ensure that clients were not filing unnecessary reports or paying for services they no longer needed. Transparency in compliance guidance is part of how we operate.

Who Must Still File BOI Reports with FinCEN

Even after the March 2025 rule change, BOI reporting is not completely gone. The following entities are still required to file:

1. Foreign-formed companies registered in the U.S.: Any entity created under the laws of a foreign country that has filed a registration (such as a foreign qualification or certificate of authority) with a U.S. state secretary of state or equivalent office must report its beneficial owners to FinCEN.
2. Foreign-formed entities operating in the U.S. without registration: While these entities may not be captured under the current FinCEN filing system, they are technically subject to the CTA and may face enforcement action.

If you formed your LLC in any U.S. state (Texas, Virginia, Florida, California, Wyoming, or any other), you are currently exempt from federal BOI reporting. However, you should continue to monitor FinCEN announcements, as regulations can change.

The Original BOI Filing Requirements (For Reference)

Although federal BOI reporting no longer applies to domestic LLCs, understanding the original requirements is important for two reasons. First, some state-level requirements mirror the federal framework. Second, the federal rule could be reinstated or modified in the future. Here is what the original filing required:

Information About the Company

• Full legal name of the entity
• Any trade names or DBA names
• Current U.S. street address (not a P.O. box)
• State or tribal jurisdiction of formation
• IRS Taxpayer Identification Number (EIN or SSN)

Information About Each Beneficial Owner

• Full legal name
• Date of birth
• Current residential address
• Unique identifying number from an acceptable ID document (passport, state driver's license, or state ID)
• An image of the identifying document

Information About Company Applicants (for New Entities)

Companies formed after January 1, 2024 were also required to report the individuals who filed the formation documents. This included the person who directly filed and, if applicable, the person who directed or controlled the filing.

Original Filing Deadlines and the Penalty Structure

Under the original federal rule, the deadlines were structured as follows:

The penalties for non-compliance were severe. Civil penalties reached up to $591 per day for each day a violation continued. Criminal penalties included fines of up to $10,000 and imprisonment of up to two years for willful violations. These penalties applied to both the failure to file and the filing of false or fraudulent information.

Lisa Matthews observed: "BOI is the new frontier of real estate risk. If you add a new partner to your LLC or change your address, you have only 30 days to update FinCEN. The civil penalties are up to $591 per day."

While these federal penalties no longer apply to domestic LLCs, they remain in effect for foreign-formed entities that are required to report. And state-level penalties may apply in jurisdictions that have adopted their own transparency requirements.

Federal Exemptions (Still Relevant for Foreign Entities)

The Corporate Transparency Act included 23 categories of exempt entities. These exemptions still apply to foreign-formed companies that are required to report. The most common exemptions include:

• Large operating companies: Entities with more than 20 full-time employees, more than $5 million in gross receipts or sales, and a physical operating presence in the United States.
• Regulated financial institutions: Banks, credit unions, broker-dealers, investment advisors, and insurance companies already subject to federal reporting requirements.
• Tax-exempt organizations: Entities recognized as tax-exempt under Section 501(c) of the Internal Revenue Code.
• Public companies: Entities registered with the SEC under Section 12 of the Securities Exchange Act.
• Inactive entities: Companies that were in existence before January 1, 2020, are not engaged in active business, hold no assets, and have had no ownership changes in the past 12 months.

Most small LLCs did not qualify for any exemption under the original rule, which is why the March 2025 change removing the domestic filing requirement was significant. Next Step Filings helped many clients understand their exemption status before the rule changed.

New York LLC Transparency Act: State-Level BOI Requirements

While the federal government pulled back on domestic BOI reporting, New York moved in the opposite direction. The New York LLC Transparency Act took effect on January 1, 2026, creating a state-level beneficial ownership reporting requirement for LLCs formed or registered in New York.

Under this law, New York LLCs must disclose the names and addresses of their beneficial owners to the New York Department of State. The requirement applies to both newly formed LLCs and existing LLCs, with a phased reporting schedule.

Key details of the New York LLC Transparency Act:

• Applies to all LLCs formed or authorized to do business in New York
• Requires disclosure of individuals who own or control 25% or more of the LLC
• Information is submitted as part of the biennial statement filing
• Non-compliance may result in the LLC's authority to do business being suspended

This is important for LLC owners who operate in New York or who formed their LLC in New York even if they operate elsewhere. Next Step Filings monitors state-level transparency requirements across all 12 states where we provide services.

What Other States Are Considering

New York is the first state to enact its own beneficial ownership transparency law, but it may not be the last. Several other states have introduced or discussed similar legislation. States with active discussions or proposals include California, Massachusetts, and Illinois.

The trend toward state-level transparency requirements means that even though the federal rule no longer applies to domestic LLCs, beneficial ownership disclosure may become a state-by-state compliance obligation. This is similar to how annual report requirements, franchise taxes, and registered agent rules vary from state to state.

For LLC owners operating in multiple states, this creates an additional layer of compliance complexity. Our year-end compliance checklist can help you stay organized across jurisdictions. Next Step Filings tracks regulatory changes across all 12 states where we operate and proactively alerts clients when new requirements affect their filings. With 20,000+ filings processed and a 99.8% success rate, we have the systems in place to catch these changes before they become problems.

BOI Reporting and Real Estate LLCs

Real estate investors who hold properties through LLCs should pay particular attention to beneficial ownership requirements, even after the federal rule change. Here's why:

• Lenders and title companies may still require beneficial ownership information as part of their own due diligence, regardless of FinCEN requirements.
• State-level rules (like New York's) may apply to real estate holding LLCs.
• Ownership changes in real estate LLCs (adding or removing partners, transferring membership interests) should still be documented carefully for tax and legal purposes.
• Multi-state property portfolios may trigger reporting requirements in states that adopt their own transparency laws.

Lisa Matthews advises: "State filing requirements aren't hard. They're just unforgiving." For real estate investors with LLCs in multiple states, staying ahead of both federal and state transparency requirements is essential.

How to Update BOI Information When Ownership Changes

If you are a foreign-formed entity that is still required to file BOI reports with FinCEN, you must update your report within 30 calendar days of any change to previously reported information. This includes:

• A change in beneficial ownership (new owner, departing owner, change in ownership percentage)
• A change in the name, address, or identifying document of a beneficial owner
• A change in the company's legal name, address, or jurisdiction of formation
• Correction of any inaccuracy in a previously filed report

The 30-day window is strict. Late updates carry the same penalties as failure to file: up to $591 per day in civil penalties and potential criminal liability for willful violations.

For domestic LLCs, while federal BOI updates are no longer required, maintaining accurate ownership records is still a best practice. State annual reports, operating agreement amendments, and bank records should all reflect current ownership. Review our guide on LLC mistakes to avoid for more on the consequences of poor record-keeping. Next Step Filings helps clients keep their records current across all filing jurisdictions.

Timeline of BOI Reporting Changes

What LLC Owners Should Do Right Now

Based on the current regulatory landscape, here is what Next Step Filings recommends for LLC owners in 2026:

1. Confirm your LLC's formation jurisdiction. If your LLC was formed in any U.S. state, you are not required to file a federal BOI report with FinCEN as of March 2025.
2. Check for state-level requirements. If you operate in New York or have an LLC registered in New York, you must comply with the New York LLC Transparency Act. Monitor other states for similar legislation.
3. Keep ownership records current. Even without a federal reporting requirement, accurate ownership documentation is essential for banking, lending, tax filings, and potential future compliance obligations.
4. Stay informed. Regulatory requirements change. FinCEN could modify or reinstate domestic reporting. New states could adopt transparency laws. Working with a compliance partner helps you stay ahead of these changes.
5. Review your annual filing obligations. BOI reporting is just one piece of the compliance picture. Annual renewals, registered agent requirements, and state-specific filings still apply and carry their own penalties for non-compliance. Use our LLC compliance checklist to make sure you have not missed anything.

Next Step Filings provides annual renewal services, LLC formation, and ongoing compliance support across 12 U.S. states. Our team processes filings within 24 to 48 hours with a 99.8% success rate, ensuring that your business stays in good standing regardless of how the regulatory landscape shifts.

Frequently Asked Questions About BOI Reporting

Do I still need to file a BOI report for my LLC in 2026?

If your LLC was formed in any U.S. state, you do not need to file a federal BOI report with FinCEN as of March 2025. The interim final rule removed the reporting requirement for all domestically formed entities. However, if your LLC is formed or registered in New York, you must comply with the New York LLC Transparency Act, which took effect January 1, 2026. Next Step Filings monitors both federal and state-level requirements to keep clients informed.

What are the penalties for not filing a BOI report?

For entities still required to file (foreign-formed companies registered in the U.S.), the penalties remain severe. Civil penalties can reach up to $591 per day for each day a violation continues. Criminal penalties include fines of up to $10,000 and up to two years of imprisonment for willful violations. These penalties apply to both failure to file and filing false information. For domestic LLCs, federal penalties no longer apply, but state-level penalties may exist in jurisdictions like New York.

What is the Corporate Transparency Act and why was it created?

The Corporate Transparency Act (CTA) is a federal law signed in January 2021 as part of the National Defense Authorization Act. It was created to combat money laundering, terrorist financing, and other illicit activities that exploit anonymous shell companies. The law required most small businesses to report their beneficial owners to FinCEN. While the federal requirement for domestic companies was removed in March 2025, the CTA remains law, and its provisions still apply to foreign-formed entities. Next Step Filings has tracked the CTA since its enactment and provides updated guidance to clients as the law evolves.

Does the New York LLC Transparency Act affect LLCs formed in other states?

The New York LLC Transparency Act applies to LLCs formed in New York and foreign LLCs registered to do business in New York. If your LLC was formed in another state (such as Virginia, Texas, or Florida) and is not registered in New York, the law does not apply to you. However, if you register your out-of-state LLC as a foreign LLC in New York, you would be subject to the disclosure requirements. Next Step Filings helps clients understand which state-level requirements apply based on their specific filing jurisdictions.

How do I update my BOI report if my LLC's ownership changes?

For foreign-formed entities still required to file with FinCEN, any change to previously reported information must be updated within 30 calendar days. This includes changes in beneficial ownership, changes to an owner's name or address, and corrections to previously filed reports. For domestic LLCs that are no longer required to file federally, ownership changes should still be documented in your operating agreement, state annual filings, and banking records. Next Step Filings assists with annual renewals and state filings to ensure your records reflect current ownership.

What is a "beneficial owner" under the Corporate Transparency Act?

Under the CTA, a beneficial owner is any individual who directly or indirectly exercises substantial control over the company, or who owns or controls at least 25% of the company's ownership interests. "Substantial control" includes serving as a senior officer, having authority to appoint or remove officers or directors, or having significant influence over important company decisions. The definition is intentionally broad to prevent the use of intermediaries to hide true ownership.

Can Next Step Filings help me with BOI compliance?

Yes. Next Step Filings monitors federal and state-level transparency requirements across all 12 states where we provide services. While domestic LLCs are currently exempt from federal BOI reporting, we help clients stay ahead of state-level requirements like the New York LLC Transparency Act, and we maintain accurate filing records that support ownership transparency. With over 20,000 filings processed and a 99.8% success rate, we ensure that compliance changes don't catch our clients off guard. Contact us at 1-888-851-6604 or visit nextstepfilings.com for assistance.

Written by Lisa Matthews, General Manager and Business Compliance Advisor at Next Step Filings. Lisa has over a decade of experience in corporate administration and regulatory navigation, helping thousands of entrepreneurs maintain good standing and protect personal assets.