Beneficial Ownership Reporting: Where It Stands in 2026
The federal filing that most small companies no longer have to make, who still does, and the state version that started this year.
Reviewed by the Fairlight Accounting cross-border tax team — U.S. & Canadian Tax Desks
Beneficial ownership reporting under the Corporate Transparency Act required most small companies to tell the Treasury's Financial Crimes Enforcement Network who owns and controls them. A March 2025 interim rule, made permanent by a final rule effective August 14, 2026, exempts companies formed in the United States and U.S. owners. Only foreign-formed companies registered in a U.S. state still file.
On this page
Who reports now?
| Company | Federal reporting obligation |
|---|---|
| LLC or corporation formed in any U.S. state | None |
| Foreign company registered to do business in a U.S. state | Must report within 30 calendar days after its registration becomes effective, and update within 30 days of a change |
| U.S. person who is a beneficial owner of a foreign reporting company | Exempt from being reported; the company reports its non-U.S. owners |
| Company that filed before the change | No obligation to update; FinCEN says it will delete information it believes was provided by U.S. persons |
The original law's exemptions — large operating companies, banks, insurers, and others — still apply to the foreign companies that remain covered.
How did this happen?
The law took effect in 2024 with a January 1, 2025 deadline for existing companies. Court injunctions paused it late in 2024; the Treasury then announced it would not enforce the rule against domestic companies and issued an interim final rule in March 2025 removing them from the definition of a reporting company. On August 11, 2026, FinCEN issued a final rule making those exemptions permanent, effective August 14, 2026. The statute itself remains, so a future rulemaking or act of Congress could change course; for now, domestic companies do not file.
What about state laws?
New York's LLC Transparency Act took effect on January 1, 2026, but because it borrows the federal definitions, the New York Department of State applies it only to LLCs formed under the law of a foreign country and authorized to do business in New York. Those LLCs file a beneficial ownership disclosure statement (or an attestation of exemption) within 30 days of applying for authority — or by December 31, 2026, if authorized before 2026 — and annually after that, with a $25 fee per filing and no reporting of U.S. persons. LLCs formed in New York or another U.S. state are exempt. The filings are exempt from New York's Freedom of Information Law, and the Attorney General can impose fines of up to $500 a day on late filers. Other states have considered similar laws. A Florida LLC, even one registered to do business in New York, has no state beneficial ownership filing of this kind.
What should a company that already filed do?
Nothing is required. There is no obligation to update a report, and with the August 2026 final rule FinCEN announced it is implementing a process to delete information it reasonably believes was provided by U.S. persons, so no withdrawal filing is needed. Companies that paid a service to file ongoing updates can cancel.
What if we form a foreign subsidiary or a foreign company registers here?
A company formed under foreign law that registers with a state must file within 30 calendar days after its registration becomes effective, reporting its beneficial owners who are not U.S. persons, and update within 30 days of changes. Penalties for willful failure are a daily civil penalty plus potential criminal penalties.
Frequently asked questions
Does an LLC owned by a Canadian resident have to report?
Not if the LLC was formed in a U.S. state. The exemption is based on where the company was formed, not who owns it.
Does a Canadian corporation registered to do business in Florida have to report?
Generally yes, as a foreign reporting company listing its non-U.S. beneficial owners, unless it qualifies for one of the exemptions (such as the large operating company exemption).
Could the domestic exemption be reversed?
Yes, in principle. The exemption is now in a final regulation effective August 14, 2026, but the statute was not repealed, so a future rule or act of Congress could change it. Monitor it when forming entities.
Is beneficial ownership reporting the same as the Florida annual report?
No. The Florida annual report is a state corporate filing that continues as before.
Official sources
FinCEN explains: “On August 11, the Financial Crimes Enforcement Network (FinCEN) issued a final rule making permanent the beneficial ownership information (BOI) reporting exemptions first introduced in the interim final rule published on March 26, 2025. The rule also expands relief for U.S. persons.” — Financial Crimes Enforcement Network, Beneficial Ownership Information Reporting, https://www.fincen.gov/boi
The New York Department of State explains: “Limited liability companies that were formed under the law of a foreign country and which are authorized to do business in New York are subject to the new beneficial ownership information disclosure requirements.” — New York State Department of State, Beneficial Ownership Disclosure Frequently Asked Questions, https://dos.ny.gov/beneficial-ownership-disclosure-frequently-asked-questions
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