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.
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.
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. |
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.
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.
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.
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.
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.
BOI Reporting — Frequently Asked Questions
The most common questions about FinCEN BOI reporting, exemptions, and the Corporate Transparency Act.