BOI reporting (beneficial ownership information reporting) was shaping up to be one of those annoying but mandatory items for U.S. small businesses. Then, in March 2025, Treasury and FinCEN made a major shift that changed who actually has to file.
What Changed
On March 2, 2025, the U.S. Department of the Treasury said it would not enforce penalties or fines tied to BOI reporting under the existing deadlines, and also indicated it would not enforce penalties against U.S. citizens or domestic reporting companies after related rule changes took effect.
On March 21, 2025, FinCEN followed with an interim final rule that removed the BOI reporting requirement for U.S. companies and U.S. persons.
That interim rule was published on March 26, 2025, and took effect immediately. The practical result is the headline most founders care about:
Entities created in the United States are now exempt from BOI reporting to FinCEN.
Why It Matters
This changes two things that founders feel immediately.
- Less admin load. BOI reporting was one more deadline, one more system, one more set of details to track.
- Less penalty anxiety. A lot of the stress around BOI was not the form itself, but the idea that missing it (or misunderstanding it) could create exposure.
The takeaway: a requirement that was headed toward becoming a standard operating cost for U.S. businesses got turned off for U.S.-created entities, at least under the current rule.
Who Still Needs to Pay Attention
The rollback does not mean BOI reporting is gone. It means the scope narrowed.
FinCEN says reporting companies don’t need to report BOI for U.S. persons, and U.S. persons are exempt from having to provide BOI in that context.
FinCEN’s updated guidance focuses reporting largely on entities formed under the law of a foreign country that register to do business in a U.S. state or tribal jurisdiction (often called “foreign reporting companies”).
If you’re a Canadian founder (or any non-U.S. founder) operating through a non-U.S. entity that’s registered in a U.S. state, this is the part that can still matter.
FinCEN’s guidance around timing has been framed roughly like this:
- Existing foreign reporting companies got an additional window after the March 26, 2025 update (with many falling on an April 25, 2025 deadline).
- New foreign reporting companies (registered on or after March 26, 2025) generally follow a deadline tied to when their U.S. registration becomes effective (often described as 30 calendar days after receiving notice that registration is effective).
Because the details can get nuanced fast, this is one of those areas where founders often treat the rule as worth checking, especially for cross-border setups. (This article is general information, not legal advice.)
Why This Is Still Important in 2026
Even if the day-to-day impact is “no filing for most U.S. entities,” it’s still worth paying light attention because the CTA has been moving through a mix of rule changes and litigation.
A good example is the continued court activity around CTA constitutionality. On December 16, 2025, the U.S. Court of Appeals for the Eleventh Circuit issued a decision upholding the CTA as constitutional in National Small Business United v. U.S. Department of the Treasury (as summarized by multiple law firm analyses).
That doesn’t automatically change FinCEN’s current narrowed scope, but it’s a signal that the underlying law may remain standing even while the details shift.
There’s also a second “watch item” that affects founders differently: state-level echo rules. New York’s LLC Transparency Act became effective January 1, 2026, and reporting now mainly applies to LLCs formed outside the U.S. that are authorized to do business in New York, because the state law borrows key definitions from the CTA (a scope that stayed narrow after Gov. Hochul vetoed SB S8432 on Dec. 19, 2025).
It’s a reminder that even when federal compliance is narrowed, states can still create their own disclosure requirements that land on cross-border businesses first.
What to Watch Without Overthinking It
The simplest “monitor, don’t obsess” lens going into 2026 is this:
Rulemaking: Whether FinCEN finalizes or revises the interim rule, and what (if anything) changes about who’s covered (FinCEN took comments on the interim rule through May 27, 2025).
Litigation and enforcement posture: Court decisions have already contributed to deadline and enforcement uncertainty. It’s not hard to imagine future shifts in how aggressively the rule is applied.
State spillover: New York is a recent example of how a state can create a related reporting requirement that matters most to foreign entities operating locally.
Bottom Line
For most founders running a U.S.-formed LLC or corporation, BOI reporting went from expected obligation to currently exempt due to the Treasury’s non-enforcement stance and FinCEN’s interim rule changes in March 2025.
For cross-border operators, especially non-U.S. entities registered to do business in the U.S., BOI reporting can still be relevant, and it’s the part of the rule that tends to remain live.
Sources consulted: U.S. Treasury and FinCEN releases and interim final rule publication covering the March 2025 BOI reporting enforcement shift and exemptions, plus FinCEN BOI guidance updates. Additional context from legal analysis covering CTA litigation updates and New York’s LLC Transparency Act scope/effective date (2025–2026).
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