Does Your Business
Owe FinCEN a BOI
Report in 2026?

The Corporate Transparency Act requires most US LLCs, S-Corps, and C-Corps to file Beneficial Ownership Information with FinCEN. Missing the deadline costs $591 per day. Take our free 2-minute audit to know exactly where you stand.

32 million+ businesses affected — most owners don't know
23 exemption categories — you may qualify for one
Free to file at fincen.gov — takes ~15 minutes if required

2-Minute BOI Compliance Risk Auditor

Answer 5 questions. We'll tell you exactly whether your entity must file, may be exempt, or needs legal review — with the specific rule that applies.

🔍 BOI Risk Auditor Step 1 of 5
Step 1 of 5 — Entity Type
What type of legal entity is your business?
Select one to continue
! Risk
Assessing...
⚠️ This audit is for preliminary awareness only. BOI compliance depends on specific facts and ongoing litigation. Consult a business attorney for definitive advice.

LLC vs S-Corp vs C-Corp — BOI Obligations (2026)

Every entity type has different BOI obligations. This table shows exactly what applies — including the key exemption thresholds for each structure.

Entity Type BOI Required? Large Company Exemption Key Threshold Beneficial Owner Definition 2026 Notes
Single-Member LLC Required 20 employees + $5M revenue + physical presence 1 beneficial owner (the member) Person with 25%+ ownership OR substantial control Most common filing entity. Disregarded entities still file.
Multi-Member LLC Required Same 3-part test All members owning 25%+ must be reported Each person with 25%+ equity interest Report all qualifying members + any person with substantial control.
S-Corporation Required Same 3-part test All shareholders owning 25%+ equity Per share ownership; all officers with substantial control S-Corp elections do not create an exemption. Standard rules apply.
C-Corporation Likely Required Same 3-part test OR publicly traded exemption SEC-reporting companies are exempt 25%+ shareholders + all executives with control Private C-Corps must file. Public C-Corps (SEC-reporting) are exempt.
General Partnership Check State Only if registered with state Not formed by state filing = generally exempt Each general partner GP formed by state filing (registered LLP) = BOI required.
Non-Profit (501c3) Exempt Tax-exempt status = automatic exemption Must have IRS 501(c) exemption N/A All Section 501(c) organizations are exempt from BOI filing.
Sole Proprietorship Exempt Not a separate legal entity No state formation filing = no BOI N/A DBA/sole proprietors with no separate entity filing are exempt.
Large Company (all types) Exempt ALL 3: 20+ FT employees + $5M+ revenue + US presence Must meet all three criteria N/A Must meet ALL 3 criteria simultaneously — all or nothing.
⚠️ The "Large Company" Exemption Trap The large company exemption requires ALL THREE criteria simultaneously: (1) 20+ full-time US employees, (2) $5M+ gross receipts on the most recent federal filing, AND (3) a physical operating presence in the US. Missing even one disqualifies you — even a $50M company with only 18 FT employees must still file.

FinCEN BOI Reporting 2026 — Complete Guide

Everything business owners need to know about Corporate Transparency Act compliance — who files, what to report, deadlines, and penalties.

What Is the Corporate Transparency Act?

The Corporate Transparency Act (CTA), enacted January 1, 2021 and effective January 1, 2024, requires most US businesses to report their Beneficial Ownership Information (BOI) to the Financial Crimes Enforcement Network (FinCEN), a bureau of the US Treasury. The goal is to combat money laundering, terrorist financing, and other financial crimes by creating a database of real business owners behind shell companies.

This is one of the most significant changes to US business regulation in decades, affecting an estimated 32 million existing entities and approximately 5 million new entities per year.

📢 2026 Litigation Status The CTA has faced extensive legal challenges. Courts have issued and lifted injunctions multiple times. As of 2025–2026, FinCEN has issued guidance on current deadlines and enforcement priorities. Always verify the current status at fincen.gov/boi before acting.

Who Is a "Beneficial Owner"?

A beneficial owner is any individual who, directly or indirectly:

  • Owns or controls 25% or more of the ownership interests of a reporting company, OR
  • Exercises substantial control over the reporting company

Who Has "Substantial Control"?

FinCEN defines substantial control broadly — senior officers (CEO, CFO, COO, General Counsel, President) automatically qualify. Any individual who can appoint or remove senior officers, direct or determine important decisions about the company's finances, business, structure, or has any other form of substantial control must be reported.

💡 Key Point There is no limit on the number of beneficial owners that must be reported. A company with 10 shareholders each owning 26% would need to report all 10. A company with a CEO and CFO who own no equity but have substantial control must report both.

What Information Must Be Filed?

For each beneficial owner, you must report:

  • Full legal name
  • Date of birth
  • Residential address (not business address)
  • Unique identifying number from a US passport, state driver's license, or foreign passport (for non-US persons)
  • Image of the identifying document

For companies formed on or after January 1, 2024, the same information must also be reported for each company applicant (the person who filed the formation documents).

FinCEN Identifier — Simplify Repeat Filings

Individuals can apply for a FinCEN Identifier — a unique number that can be used in place of full personal details. This is especially useful for beneficial owners with interests in multiple companies, allowing them to update their information once rather than in each company's filing.

How Is the BOI Report Filed?

BOI reports are filed electronically and for free at boiefiling.fincen.gov. There is no fee charged by FinCEN. Third-party service providers may charge fees for assistance — typically $50–$300 for small businesses.

The report can be filed directly by the business owner or authorized representative. No attorney or CPA is required, though consulting one is advisable for complex ownership structures.

⚠️ Update Obligations Any change to reported information — new beneficial owner, change of address, new ID document — must be reported to FinCEN within 30 calendar days of the change. This is an ongoing compliance obligation, not a one-time filing.

BOI Reporting Deadlines Timeline

January 1, 2024 — CTA Takes Effect

The rule became effective. Companies formed before this date had until January 1, 2025 to file their initial reports (subject to litigation).

!

January 1, 2025 — Original Deadline for Existing Entities

The original deadline for pre-2024 entities. This deadline was subject to multiple court injunctions. Check FinCEN.gov for the current enforcement status for your entity.

2025–2026 — Ongoing Litigation & Enforcement Updates

Multiple federal court rulings have issued and vacated injunctions. FinCEN has periodically updated compliance deadlines. Stay current at fincen.gov/boi.

New Entities (2025+) — 30-Day Window

Any company formed or registered in a US state on or after January 1, 2025 must file within 30 calendar days of formation. The clock starts when the state approves the filing.

US State Privacy Law Matrix — 2026

BOI operates at the federal level, but businesses must also navigate a patchwork of state privacy laws. Here's the 2026 status across major states.

Live & enforced Taking effect 2026 Pending / proposed
🏴 California
CCPA / CPRA — Live
EffectiveJan 2020 / Jan 2023
Applies to$25M+ revenue or 50k+ consumers
Data broker registryRequired, $2,892/yr fee
2026 updateDelete Act enforcement begins
🏴 Virginia
VCDPA — Live
EffectiveJanuary 1, 2023
Applies to100k consumers/year
Opt-out requiredTargeted advertising, profiling
2026 updatesExpanded enforcement guidance
🏴 Colorado
CPA — Live
EffectiveJuly 1, 2023
Applies to100k consumers/year
Right to cureExpires Jan 1, 2025
2026 notesFull enforcement, no cure period
🏴 Texas
TDPSA — Live
EffectiveJuly 1, 2024
ThresholdNo revenue minimum
AG enforcementUp to $7,500/violation
2026 notesFirst enforcement actions expected
🏴 Florida
FDBR — Partial
EffectiveJuly 1, 2024
Applies to$1B+ revenue controllers
NoteHigh threshold limits scope
2026 notesBroader bill proposed
🏴 New York
NYPPA — Pending
StatusLegislature review 2025–26
ProposedPrivate right of action (unique)
Risk levelHigh — strictest proposed law
Effective (est.)2026–2027 if passed
🏴 Montana
MCDPA — 2026
EffectiveOctober 1, 2024
Applies to50k consumers/year
2026 notesFull enforcement phase active
FineUp to $7,500/violation
🌐 Federal / GDPR
GDPR — EU (Applies to US firms)
Applies to US ifProcessing EU resident data
Max fine€20M or 4% global turnover
2026 updatesAI Act enforcement begins Aug 2026
Key riskData transfers without adequacy decision

BOI Filing Help & Compliance Tools

While FinCEN filing is free, these professional services can assist with complex ownership structures, registered agent services, and ongoing compliance.

📋
FinCEN BOI E-Filing
🆓 100% Free
Official free filing portal from the US Treasury's FinCEN. File directly, no intermediary needed. Most small businesses can complete in under 15 minutes.
⚖️
Business Formation Attorney
$150–500/hour
For complex ownership structures — multiple equity tiers, trusts holding LLC interests, or unclear "substantial control" situations — a business attorney provides definitive guidance.
🏢
Registered Agent Services
$50–300/year
Registered agent services (Northwest, Incfile, ZenBusiness) track state filing requirements and can notify you of BOI update obligations when ownership or addresses change.
🔒
Privacy Compliance Audit
$500–5,000
A privacy compliance audit addresses both BOI obligations and state privacy law requirements (CCPA, VCDPA, etc.). Essential for businesses handling consumer data in multiple states.

BOI Reporting — Frequently Asked Questions

The most common questions about FinCEN BOI reporting, exemptions, and the Corporate Transparency Act.

BOI stands for Beneficial Ownership Information. BOI reporting refers to the requirement under the Corporate Transparency Act (CTA) that most US business entities must file information about their real (beneficial) owners with FinCEN. This creates a federal registry to combat money laundering and financial crimes by eliminating anonymous shell companies.
Most likely yes. Single-member LLCs are among the most common reporting entities. You must file unless you qualify for one of 23 exemptions. The most relevant for small businesses is the "large operating company" exemption — requiring all three: 20+ full-time US employees, $5M+ gross receipts, AND a physical US operating presence. Most small single-member LLCs do not qualify and must file.
The 23 exemptions include: (1) large operating companies (20+ FT employees, $5M+ revenue, physical US presence); (2) publicly traded companies subject to SEC reporting; (3) banks; (4) credit unions; (5) bank holding companies; (6–7) money transmitters; (8) broker-dealers; (9–10) investment companies and advisers; (11) venture capital advisers; (12–13) insurance companies and producers; (14) commodity trading advisers; (15) public utilities; (16) accounting firms; (17–18) governmental authorities and government-owned entities; (19) subsidiary of an exempt entity; (20) inactive entities (formed before 2020, no foreign ownership, no assets); (21) tax-exempt 501(c) organizations; (22) political organizations; (23) pooled investment vehicles.
You must file an updated BOI report within 30 calendar days of any change to previously reported information. This includes: new or departing beneficial owners, changes of name or address for any owner, expiration or replacement of an ID document. This is an ongoing compliance obligation — the initial filing is not a one-time event.
No. BOI reports are not publicly accessible. The FinCEN database is restricted to authorized government agencies (federal agencies, state and local law enforcement with court order, financial institutions with customer consent for due diligence, and foreign law enforcement via treaty). This is intentionally a law enforcement database, not a public registry.
Yes. Any authorized representative — your attorney, CPA, registered agent, or a third-party filing service — can file on your behalf. FinCEN charges no filing fee. Third-party services typically charge $50–$300 for a simple filing. For complex ownership structures, an attorney may charge $300–$1,000+. That said, most straightforward small businesses can file themselves in 15–30 minutes at boiefiling.fincen.gov.