Financial
FinCEN’s 2026 final rule exempts entities created under U.S. law from BOI reporting while retaining requirements for certain foreign entities registered to do business in the United States.
The federal beneficial ownership information reporting framework has changed substantially since the Corporate Transparency Act took effect. As of August 14, 2026, entities created under U.S. law are exempt from filing beneficial ownership information, or BOI, reports with the Financial Crimes Enforcement Network. Certain entities formed under foreign law and registered to do business in the United States may still have to file.
For founders, investors, and corporate groups in Latin America, the key question is no longer whether a company has a foreign owner. It is where the entity was formed and whether a foreign entity completed a qualifying registration in a U.S. State or Tribal jurisdiction. An entity should then determine whether an exemption applies and which reporting deadlines govern its facts.
FinCEN’s 2026 final rule made permanent the principal changes introduced on an interim basis in March 2025. The rule became effective on August 14, 2026.
Under the current rule, a corporation, limited liability company, or other entity created under the law of a U.S. State or Tribal jurisdiction is exempt from BOI reporting to FinCEN. That result does not change merely because the entity has foreign shareholders, managers, or beneficial owners.
The final rule also provides that a reporting company does not report BOI for U.S. person beneficial owners or U.S. person company applicants. U.S. persons do not have to provide that information to reporting companies, and U.S. persons with a FinCEN identifier are not required to update or correct the information previously submitted to obtain that identifier.
These exemptions concern BOI reporting under FinCEN’s CTA regulations. They do not eliminate state registration, tax, licensing, banking, anti-money-laundering, or other disclosure obligations that may apply to a company or its owners.
The revised definition of a reporting company focuses on entities that satisfy both of these conditions:
Even when both conditions are met, the entity may fall within an exemption. FinCEN’s framework contains multiple entity-level exemptions, so the analysis should not stop at the place of formation or the existence of a U.S. registration.
Entities created under U.S. law are exempt from FinCEN BOI reporting under the current rule. For example, a Delaware LLC created under Delaware law is treated as a U.S.-formed entity for this purpose even if all of its members live outside the United States.
That conclusion is limited to the FinCEN BOI report. A foreign-owned U.S. entity may still have federal and state tax filings, registered-agent duties, annual reports, foreign-investment reviews, bank compliance requests, or other obligations.
A company formed in Colombia, Mexico, Spain, or another country may be a reporting company if it registered to do business through the filing described above. If it does not qualify for an exemption, it must report under the current FinCEN rules.
By contrast, conducting commercial activity with U.S. customers, holding a U.S. bank account, or having a contractual relationship in the United States does not, by itself, answer whether an entity is a reporting company. The registration record and the law under which the entity was formed are central to the analysis.
Certain regulated or otherwise specified entities may qualify for an exemption. Exemptions can depend on legal status, regulatory supervision, ownership, operations, employee count, revenue, or other criteria. A group should evaluate each entity separately and document the basis for any exemption rather than assume that one affiliate’s status applies throughout the structure.
FinCEN maintains a current BOI reporting page and exemption resources. Because the guidance has changed several times, companies should use the version available on the date of their analysis.
A covered foreign reporting company generally reports identifying information about the company, including its legal and trade names, its current U.S. business address, its foreign jurisdiction of formation, the U.S. jurisdiction where it first registered, and its taxpayer identification information.
A beneficial owner is generally an individual who exercises substantial control over the reporting company or owns or controls at least 25% of its ownership interests. Under the 2026 rule, a reporting company does not report U.S. persons who meet that definition. The company should still determine which non-U.S. individuals are reportable and whether any regulatory exception applies to them.
Company-applicant reporting can depend on when the foreign entity registered and who participated in the filing. When applicant information is required, the rule does not require information about U.S. person company applicants. The analysis should be documented because registration records, individual status, and filing dates can affect the result.
According to FinCEN’s current BOI guidance, a foreign reporting company registered to do business in the United States before March 26, 2025, had an initial filing deadline of April 25, 2025. A foreign reporting company registered on or after March 26, 2025, generally has 30 calendar days after receiving notice that its registration is effective to file its initial report.
A covered company should also monitor changes and inaccuracies that may trigger an updated or corrected report. Because deadline relief can apply in specific circumstances, including certain disaster-related notices, the company should confirm the current deadline against FinCEN’s official materials instead of relying only on an earlier summary.
The 2026 final rule exempts U.S. persons from updating or correcting information previously provided to obtain a FinCEN identifier. Non-U.S. persons and reporting companies that use FinCEN identifiers remain subject to the applicable update and correction rules. A FinCEN identifier can simplify repeated reporting, but it does not replace the need to monitor changes.
Before concluding that no filing is required, a cross-border group should work through these questions:
This checklist is a triage tool, not a substitute for an entity-specific legal analysis.
In December 2024, a federal district court entered nationwide preliminary relief that temporarily disrupted enforcement of the CTA reporting rule. Appellate proceedings, including action by the U.S. Court of Appeals for the Fifth Circuit and the Supreme Court’s January 2025 stay, changed whether that particular order could remain in effect. Other litigation also affected implementation during early 2025.
Those proceedings explain why earlier articles described filing obligations as paused or uncertain. They should not be used as the operational rule for a 2026 filing decision. FinCEN later issued the March 2025 interim rule and the August 2026 final rule that now define which entities and persons are exempt and which foreign companies remain within the reporting framework.
Litigation concerning the CTA has continued. Because a court decision or new agency action could alter the framework again, companies should verify the current rule and docket status at the time they act.
Under the rule effective August 14, 2026, an LLC created under U.S. law is exempt from FinCEN BOI reporting, even if its owners are not U.S. persons. Other federal, state, tax, banking, or disclosure duties may still apply.
No. The current definition focuses on an entity formed under foreign law that registered to do business in a U.S. State or Tribal jurisdiction through a qualifying filing. The entity may also qualify for an exemption. “Operating” in a commercial sense is not enough to decide the question.
No. Under the 2026 final rule, reporting companies do not report BOI for U.S. person beneficial owners or U.S. person company applicants. Non-U.S. individuals may still be reportable.
No. FinCEN states that there is no fee to file directly through its BOI E-Filing System. Payment demands or unfamiliar forms presented as mandatory government filings should be independently verified.
No. A BOI exemption does not determine tax residency, tax filing, licensing, annual-report, registered-agent, bank due-diligence, sanctions, or other compliance requirements.
For BOI reporting in 2026, the first dividing line is the law under which the entity was formed. U.S.-formed entities are exempt from FinCEN BOI reporting under the current rule. A foreign-formed entity that registered to do business in the United States may remain covered unless an exemption applies.
Cross-border groups should map formation and registration records, test exemptions entity by entity, identify any reportable non-U.S. individuals, and confirm deadlines against current FinCEN materials. A documented review is especially important when a foreign entity’s registration or ownership has changed.
Explore our regulatory practice for more information about H&A’s regulatory work.
This content is for informational purposes only and does not constitute legal or tax advice. Obligations vary by jurisdiction, structure, registration status, and the specific facts of each matter.
Professional Biography
