LaunchForma guidesMay 27, 2026· 11 min read

BOI Filing 2026: What Every LLC and Corporation Must Know

The Corporate Transparency Act requires most U.S. LLCs and Corporations to file Beneficial Ownership Information with FinCEN. Here is the 2026 state of the rule — who has to file, what to report, and the penalties for getting it wrong.

What is the BOI report?

A Beneficial Ownership Information (BOI) report is a filing with the U.S. Treasury's Financial Crimes Enforcement Network (FinCEN) that identifies the individuals who ultimately own or control a U.S. business entity. It was created by the federal Corporate Transparency Act (CTA), signed into law in 2021, with enforcement phased in over 2024–2025.

The goal: make it harder to use anonymous shell companies for money laundering, sanctions evasion, tax fraud, and other illicit finance. Whether you agree with the policy or not, the obligation is real and the penalties are steep.

Who has to file?

Most domestic LLCs, Corporations, limited partnerships, and similar entities formed in any U.S. state must file — that's the default position. Foreign entities registered to do business in the U.S. must also file.

There are 23 statutory exemptions, designed to avoid duplicating disclosures already made under other federal regimes. The most common ones founders ask about:

• Large operating company. More than 20 full-time U.S. employees, more than $5 million in gross U.S. receipts on the prior year's tax return, and a physical U.S. office. All three must be true.
• Publicly traded company (registered with the SEC).
• Banks, credit unions, broker-dealers, registered investment advisers, insurance companies, and other regulated financial entities.
• Tax-exempt 501(c) entities and entities owned entirely by tax-exempt entities.
• Subsidiaries of certain exempt entities, owned and controlled entirely by them.
• Inactive entities meeting strict criteria (existed before 2020, not engaged in active business, no foreign owners, no assets, no recent ownership change, etc.).

If you are a small operating LLC, holding company, real-estate LLC, or single-member LLC — you are almost certainly not exempt and you do have to file.

When is the deadline?

Deadlines depend on when the entity was created:

• Entities created or registered on or after January 1, 2025: must file within 30 days of formation.
• Entities created in 2024: had until January 13, 2025 (FinCEN extended this from 90 days).
• Entities created before January 1, 2024: originally had until January 1, 2025.

Any change to beneficial-ownership information — new owner, name change, address change for a beneficial owner, new driver license — must be reported within 30 days of the change.

Note: BOI enforcement has been actively litigated. The Treasury Department has paused enforcement and reissued guidance multiple times since 2024. As of mid-2026, the safe path is to file on time and update within 30 days of any change. Confirm current enforcement status at fincen.gov/boi before relying on any deadline.

What do you have to report?

For the reporting company

• Full legal name and any DBAs
• Current U.S. street address (no P.O. Boxes)
• State or tribal jurisdiction of formation
• Taxpayer Identification Number (EIN)

For each beneficial owner

A beneficial owner is any individual who either:

• Owns or controls at least 25% of the ownership interests of the reporting company; OR
• Exercises substantial control over the reporting company — senior officers, anyone with authority to appoint or remove officers/directors, anyone with significant decision-making authority over the business.

For each beneficial owner:

• Full legal name
• Date of birth
• Current residential address
• A unique identifying number from a non-expired U.S. driver license, U.S. state or tribal ID, or passport — plus a clear image of that document

For each company applicant

Only required for entities formed or registered on or after January 1, 2024. A company applicant is the person who directly filed the document forming the entity, plus (if different) the person who directed or controlled the filing. Same four fields as for beneficial owners.

Penalties for non-compliance

Willful failure to file, or filing false information, can carry:

• Civil penalties of up to $500 per day the violation continues (adjusted annually for inflation; currently ~$606/day in 2026 dollars).
• Criminal penalties of up to $10,000 and/or up to 2 years imprisonment.

There is a safe harbor for inadvertent errors corrected within 90 days of the original filing. The penalty regime is aimed at willful non-compliance, but FinCEN's enforcement posture has been firm.

How to file

FinCEN's official portal is fincen.gov/boi. Filing is free. You upload a JSON or PDF form and the IDs for each beneficial owner.

If you would rather not deal with the encryption, the ID upload, the 30-day update obligation, and the storage of sensitive PII — LaunchForma offers managed BOI filing for $49. We prepare, review, submit, and track changes for 12 months.

Frequently asked

Does the state I formed in matter?

No. BOI is a federal requirement that applies to entities formed in any U.S. state.

Does my SSN have to be in the report?

No. The ID requirement is satisfied by your U.S. driver license, state ID, or passport — not your SSN. You only provide the entity's EIN (the SSN would come up only if you used your SSN as the entity's tax ID, which is unusual for an LLC).

What if my ownership changes?

File an updated BOI report within 30 days of the change. The most common triggers are: new investor, member buyout, change in residential address of a beneficial owner, or replacement of a senior officer.

Is there a separate filing for foreign owners?

No. The same BOI report covers U.S. and foreign beneficial owners. A foreign beneficial owner uses a foreign passport as their ID document and provides the country of issuance.

LaunchForma is not a law firm. This guide reflects the 2026 state of the rule and may go out of date as enforcement evolves. Confirm current rules at fincen.gov/boi before relying on any deadline or exemption.