Does My US Startup Still Have to File a Beneficial Ownership Report in 2026?
I filed. I missed the deadline. I heard parts of the rule were challenged or delayed. Now I do not know what is actually required.
If that sounds familiar, you are not alone.
On March 26, 2025, FinCEN issued an interim final rule removing the BOI filing requirement for most U.S. domestic companies. Most US-formed startups, LLCs, and corporations no longer have to file under the Corporate Transparency Act. The exemption was immediate. Companies that had already filed are not required to update those reports. But “interim” matters. The rule is not final, and the landscape is still shifting.
What the CTA Required and What Changed
The Original Requirement
The Corporate Transparency Act required most US companies to report beneficial ownership information to FinCEN. That meant disclosing names and identifying details of anyone owning 25% or more, or exercising substantial control. For most startups, that included founders and major investors.
What the March 2025 Rule Actually Did
FinCEN’s March 26, 2025 interim final rule eliminated the BOI filing requirement for all entities formed under US state law. That includes:
- corporations
- LLCs
- limited partnerships
- other domestic entities
If my startup was formed in a US state, the obligation to file is currently suspended.
Who Still Has to File
The exemption does not apply to everyone. Foreign reporting companies may still have an active filing obligation, depending on their structure and registration status. That means any entity formed under foreign law that has registered to do business in a US state. If my company has a foreign parent or was formed outside the US and registered here, I may still have to file.
What Is Coming Next
FinCEN is expected to issue a final rule in 2026. The domestic exemption could change when that rule publishes. Do not treat the current pause as permanent.
Common Founder Mistakes
Mistake #1: Treating the Interim Exemption as Permanent
The March 2025 rule is interim, not a permanent repeal. A final rule is expected in 2026. Founders who close the file risk missing a new obligation if the final rule reinstates domestic reporting. Watch for it.
Mistake #2: Dismissing New York’s LLC Transparency Act Without Checking
New York’s LLC Transparency Act took effect January 1, 2026. It targets foreign-formed LLCs registered to do business in New York, not US domestic LLCs. Founders assume it does not apply. But startups with:
- a foreign parent entity
- international holding structures
- a non-US LLC registered in New York
may have an active state-level obligation even if the federal requirement is suspended.
Mistake #3: Not Knowing Whether the Company Qualifies as a Foreign Reporting Company
Founders with complex structures sometimes do not know how the company was formed at its base. A U.S. operating company owned by a foreign entity may have different obligations than the foreign entity itself, depending on the structure. But the foreign entity in the structure, if registered in a US state, may still have an obligation. This needs a precise answer, not a general assumption.
10-Minute Self-Check
☐ Was my company formed under US state law (not foreign law)?
☐ Have I confirmed whether any entity in my corporate structure was formed under foreign law and registered in a US state?
☐ Do I know whether FinCEN has published its final CTA rule as of the date I am reading this?
☐ Am I aware of New York’s LLC Transparency Act and whether it applies to any entity in my structure?
☐ If I previously filed a BOI report, do I know that no update is currently required under the interim rule?
☐ Have I put a reminder to review the FinCEN final rule when it publishes in 2026?
If any of these is unclear, a 15-minute review with counsel is faster than a compliance gap.
Bottom Line
For most US-formed startups, the BOI filing obligation is currently suspended. The exemption is interim, the final rule is coming, and the exceptions for foreign-formed entities are real. Confirm where my company stands now, not after the final rule drops.
Not Sure Whether My Startup Still Has to File a BOI Report?
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Sources Used
- FinCEN, “FinCEN Removes Beneficial Ownership Reporting Requirements for US Companies” — https://www.fincen.gov/news/news-releases/fincen-removes-beneficial-ownership-reporting-requirements-us-companies-and-us
- Procopio, “Latest Corporate Transparency Act Guidance” — https://www.procopio.com/resource/latest-cta-update
- Pillsbury, “A Review of the Status of Beneficial Ownership Reporting” — https://www.pillsburylaw.com/en/news-and-insights/cta-update.html