Updated August 12, 2026

Important update: This article was originally published when many corporations, LLCs, and other U.S. entities were expected to submit beneficial ownership information reports to the Financial Crimes Enforcement Network (“FinCEN”). The federal rules have changed. Under FinCEN’s current rules, U.S. companies are exempt from federal beneficial ownership information (“BOI”) reporting requirements.Business owners may have seen earlier articles, emails, or advertisements warning that every LLC or corporation had to file a Corporate Transparency Act report with FinCEN. That is no longer the general rule.

Do U.S. LLCs and corporations still need to file a BOI report with FinCEN? Generally, no. Under FinCEN’s current rules, U.S. companies are exempt from federal beneficial ownership information reporting requirements. However, certain companies formed outside the United States and registered to do business here may still have federal filing obligations, and qualifying foreign-country LLCs authorized in New York may have separate New York disclosure obligations.

On August 11, 2026, FinCEN announced that it had finalized a rule making those exemptions permanent. Business owners should consult FinCEN’s current guidance for the rule’s effective date and any future developments.

What Changed Under the Corporate Transparency Act?

The Corporate Transparency Act was enacted to help law enforcement identify individuals who own or control certain business entities. The law led to BOI reporting requirements administered by FinCEN.

FinCEN’s current rule broadly exempts U.S. companies and U.S. persons from those federal BOI reporting requirements.

In practical terms, a company created or organized under the laws of the United States, a U.S. state, an Indian tribe, or another applicable U.S. jurisdiction generally does not need to submit a BOI report to FinCEN merely because it is an LLC, corporation, limited partnership, or another type of business entity.

A business with a foreign formation, cross-border ownership, or U.S. registration should have its status reviewed under the current FinCEN rules.

Business owners who previously submitted information to FinCEN should also review FinCEN’s current guidance. Under the current rule, U.S. persons with FinCEN identifiers generally are not required to update or correct their information.

Which Companies May Still Need to Report to FinCEN?

The federal reporting obligation now applies only to a narrower category of entities: certain companies formed under the law of a foreign country that register to do business in a U.S. state or tribal jurisdiction by filing a registration document with a secretary of state or similar office.

Even for those foreign companies, the analysis is not automatic. An entity may qualify for an exemption, depending on its facts and the applicable rule. In addition, a foreign reporting company generally is not required to report U.S. persons as beneficial owners or company applicants under the current FinCEN rule.

For a foreign company that is required to report, the general current deadline is 30 calendar days after receiving notice that its U.S. registration is effective. A foreign company should obtain advice specific to its formation jurisdiction, ownership, registration status, and available exemptions.

New York Has Separate LLC Disclosure Rules

New York business owners should not confuse the federal CTA rules with New York’s separate beneficial-ownership disclosure law.

Effective January 1, 2026, New York requires certain non-exempt LLCs formed under the law of a foreign country and authorized to do business in New York to file beneficial-ownership disclosure information with the New York Department of State.

The New York requirement does not generally apply to:

• LLCs formed in New York
• LLCs formed in another U.S. state
• LLCs formed in a U.S. territory
• Other entities that qualify for an applicable exemption

Even an exempt LLC subject to New York’s law may be required to file an attestation of exemption with the New York Department of State.

For a non-exempt LLC that is subject to New York’s law, the disclosure generally includes identifying information about individuals who exercise substantial control over the LLC or own or control 25 percent or more of its ownership interests. The state generally requires an initial filing and annual filings thereafter.

A non-exempt LLC formed under the law of a foreign country and authorized to do business in New York on or before January 1, 2026 generally must make its initial New York filing by December 31, 2026. A qualifying LLC authorized on or after January 1, 2026 generally must file within 30 days of filing its application for authority in New York.

Because filing duties, exemptions, and ownership determinations can be technical, business owners should confirm their particular requirements before filing.

Why Entity Documents Still Matter

The end of broad federal BOI reporting for U.S. companies does not eliminate the need for careful entity planning and documentation.

A well-organized business should maintain accurate and current records concerning:

• Ownership and capitalization
• Member, shareholder, manager, and officer authority
• Operating agreements or shareholder agreements
• Voting rights and transfer restrictions
• Buy-sell provisions
• Investor rights and financing arrangements
• Commercial contracts
• Consents, resolutions, and other governance records

These documents are important when opening bank accounts, bringing in investors, obtaining financing, buying or selling a business, resolving disputes, and demonstrating who has authority to act for the company.

An online formation service or AI-generated document may be a useful starting point, but it does not replace a legal review of the company’s actual ownership, business goals, governance arrangements, and risk allocation.

Practical Next Steps for Business Owners

If your company was created or organized in the United States, it generally does not need to file a federal BOI report with FinCEN under the current rules.

If your entity was formed under the laws of a foreign country and is registered, or planning to register, to do business in the United States, review the current FinCEN requirements and obtain advice regarding whether an exemption applies.

If your LLC was formed under the laws of a foreign country and is authorized to do business in New York, review the New York Department of State’s beneficial-ownership disclosure requirements, including whether your LLC must submit a disclosure statement or an attestation of exemption.

Finally, use this change as an opportunity to review the documents that actually govern your business. A current operating agreement, shareholder agreement, capitalization record, and written authority structure can be far more important to the long-term health of a company than a one-time reporting form.

Frequently Asked Questions

Do New York LLCs need to file a BOI report with FinCEN?

Generally, no. Under FinCEN’s current rules, U.S. companies are exempt from federal BOI reporting requirements. A New York LLC should nevertheless confirm whether its structure or foreign formation presents an unusual issue.

Do Delaware LLCs need to file a BOI report?

Generally, no. A Delaware LLC is a U.S. company and therefore is generally exempt from current federal BOI reporting requirements.

Do companies formed outside the United States need to file a BOI report?

Possibly. A company formed under foreign law that registers to do business in a U.S. state or tribal jurisdiction may have a federal reporting obligation unless it qualifies for an exemption.

Does New York have its own beneficial-ownership reporting requirement?

New York’s disclosure law is separate from the federal CTA rule. It principally affects certain non-exempt LLCs formed under the law of a foreign country and authorized to do business in New York.

Can an AI-generated operating agreement be used for my LLC?

AI may be useful for a preliminary draft, but an operating agreement should be reviewed and customized for the owners’ actual deal, governance structure, capital contributions, voting rights, transfer restrictions, and business objectives.

New York Business-Law Assistance

The Law Offices of Craig Delsack assists businesses with LLC formation, operating agreements, shareholder agreements, corporate governance, commercial contracts, ownership arrangements, and other transactional business-law matters.

If you are forming a business, updating an operating agreement, adding an owner or investor, or reviewing the documents that govern your company, contact our office to discuss your transaction (you can use the form on this page).

Official Resources

FinCEN: Beneficial Ownership Information Reporting

FinCEN: BOI Frequently Asked Questions

New York Department of State: Beneficial Owner Disclosure

New York Department of State: Beneficial Ownership Disclosure FAQs

**  This post is for informational purposes only.  In navigating the complexities of the Corporate Transparency Act, business owners are encouraged to contact a New York Business Lawyer or call us at 212-688-8944 to help them ensure their compliance. **