The Corporate Transparency Act & BOI Reporting: Where Things Stand

Few business-law topics have caused as much confusion as the Corporate Transparency Act (CTA) and its Beneficial Ownership Information (BOI) reporting requirements. Between 2024 and 2026, the rules shifted repeatedly — reinstated, enjoined, suspended, and rewritten. Here’s where things actually stand now, in plain terms. (This article reflects the status as of 2026 and is general information, not legal advice — the CTA landscape has changed frequently, so confirm the current rule for your situation.)

What the CTA Was Originally

The Corporate Transparency Act was enacted to promote financial transparency and combat illicit activity by requiring certain companies to report their beneficial owners to the Financial Crimes Enforcement Network (FinCEN). As originally written, the rule was set to take effect January 1, 2024, and would have swept in millions of small, privately held U.S. companies — LLCs, corporations, and similar entities — requiring them to disclose information about the individuals who own or control them.

What Changed: The 2025 Domestic Exemption

After a turbulent stretch of court injunctions and reversals in late 2024, the picture changed dramatically in early 2025. In March 2025, FinCEN issued an interim final rule that removed the BOI reporting requirement for U.S. companies and U.S. persons. The rule revised the definition of “reporting company” to mean only entities formed under the law of a foreign country that have registered to do business in a U.S. state or tribal jurisdiction.

In practical terms: entities created in the United States — and their beneficial owners — are now exempt from filing BOI reports. If you formed your LLC or corporation in a U.S. state, you are generally not required to file initial, updated, or corrected BOI reports under the current federal rule.

Who Still Has to Report?

The reporting obligation now falls primarily on foreign reporting companies — entities formed under the law of another country that have registered to do business in the U.S. (for example, a foreign-formed corporation or LLC that qualifies to operate in a U.S. state). If your business has any foreign-entity structure in its chain, it’s worth confirming whether you fall within the narrowed definition.

Is the CTA Going Away?

Not exactly. Two things are true at once, and it’s important not to confuse them:

• The statute is still valid law. A federal appeals court has held that the CTA is a constitutional exercise of Congress’s authority. The law itself survives.
• But the current administrative rule exempts domestic entities. FinCEN’s interim final rule — not a court order — is what presently exempts most U.S.-formed companies from filing.

The constitutional question and the regulatory question are separate. The takeaway: the CTA is alive and the statute can be enforced, but FinCEN’s policy currently exempts most domestic U.S. entities. Because the exemption is administrative policy rather than a permanent change to the statute, it could be revised when FinCEN finalizes its rule.

Don’t Forget State-Level Rules

Even with the federal domestic exemption in place, some states have enacted their own beneficial-ownership transparency laws. Federal exemption does not necessarily mean you have no reporting obligations at the state level. This is an area where multi-state businesses in particular should confirm their requirements.

What Businesses Should Do Now

• Confirm your status — most U.S.-formed entities are currently exempt, but foreign-formed entities registered in the U.S. may still need to report
• Watch for the final rule — FinCEN is expected to finalize its rule, which could adjust obligations
• Check state laws — some states have their own transparency requirements
• Keep ownership records organized — so you can comply quickly if obligations change

The CTA has been one of the most volatile compliance topics in recent memory. The smartest posture is to understand exactly where your business falls today and stay ready for change. If you’re unsure whether your company has any BOI obligation — federal or state — we can help you assess it.

Frequently Asked Questions

Do I have to file a BOI report in 2026?

Most U.S.-formed companies do not. A FinCEN interim final rule issued in 2025 exempts domestic entities and their owners from BOI reporting. The obligation now falls mainly on foreign-formed entities registered to do business in the U.S. Confirm your specific status, as the rule may be finalized or changed.

Is the Corporate Transparency Act still law?

Yes. A federal appeals court has held the CTA is constitutional, so the statute remains valid. However, FinCEN's current administrative rule exempts most domestic U.S. entities from filing — the law exists, but the present policy narrows who must report.

Who still has to report beneficial ownership information?

Primarily foreign reporting companies — entities formed under another country's law that have registered to do business in a U.S. state. If your structure includes a foreign entity, confirm whether you fall within the narrowed definition.

Could BOI reporting requirements come back for U.S. companies?

Possibly. The current domestic exemption is administrative policy, not a permanent statutory change, and FinCEN is expected to finalize its rule. Some states also have their own transparency laws. Keeping ownership records organized helps you comply quickly if obligations change.

This article is general information from Accord & Shield Legal, PLLC and is not legal advice. Reading it does not create an attorney-client relationship. For guidance on your specific situation, please consult a qualified attorney.