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BOI & FinCEN Reporting

Guides and articles to understand requirements and prepare your next step.

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Background Checks · Section front
Beneficial ownership edition
3 guides published
US Jurisdiction
The obligation turned around. Most U.S. companies no longer file
The lead

Entities created in the United States are now exempt from reporting beneficial ownership

On 26 March 2025 FinCEN issued an interim final rule that redefined who must file a beneficial ownership information report, and on 11 August 2026 it issued the final rule that makes that framework permanent. It reversed the assumption most people still carry: entities created in the United States are exempt. The requirement applies only to entities formed under the law of a foreign country that have registered to do business in a U.S. state.

Background Checks · BOI & FinCEN Reporting
A clipboard reading FinCEN reporting requirements beside a gavel

Two things follow, and both matter. First, the final rule took effect on its publication in the Federal Register on 14 August 2026, so the framework is settled: the foreign entities that still report do so for the beneficial owners who are foreign individuals, and FinCEN has stated it will delete the U.S.-person information already filed. Second, being exempt from filing is not the same as being exempt from proving — banks, counterparties and payment processors still ask who owns the company.

Start here

Three steps, starting from where the entity was formed.

1

Check whether you file at all

The current test is where the entity was formed, not how big it is.

2

If you do not file, what replaces it

Ownership still has to be evidenced, just not to FinCEN.

3

If you do, what the report contains

Who still submits, and what goes in.

Best placed

No filing, and still an ownership question to answer

A small U.S. business exempt from the report is not exempt from the onboarding team that wants to know who is behind it. The obligation moved; the question did not.

Where the definition comes from

Who counts as a beneficial owner

There is no single U.S. definition: the binding one depends on who is asking and under which rule. That belongs to the due diligence section of this edition.

Errors of timing

Three companies acting on a version of the rule that no longer governs
The 2024 memory

Filing because a U.S. company was told to in 2024

The interim final rule of 26 March 2025 exempted entities created in the United States, and the final rule of 11 August 2026 made that permanent. Acting on the earlier framework means doing work the current rule does not ask for.

Exempt, and asked anyway

Confusing no filing with no proof

A company outside the reporting requirement still has to evidence its ownership when a bank, a counterparty or a processor asks. That question never went away.

Waiting for a rule that already arrived

Treating the exemption as provisional

The final rule was issued on 11 August 2026 and took effect on 14 August. Holding a filing open in case the exemption is withdrawn keeps a company working to a version of the rule that is no longer the live one.

Who files now

The test is where the entity was formed

Formed in the United States

Exempt, and permanently. Under the interim final rule of 26 March 2025, and permanently under the final rule of 11 August 2026, entities created in the United States are not required to report beneficial ownership information to FinCEN.

No BOI report

Formed abroad, registered here

Still reporting. The requirement applies to entities formed under the law of a foreign country that have registered to do business in a U.S. state, and they report the beneficial owners who are foreign individuals.

The remaining filers

Everyone, in practice

Filing is one thing; being asked is another. Ownership still has to be evidenced to banks and counterparties, which is where this section hands over to due diligence.

Proof, not filing

The rule as it stands

Current as of August 2026

Who still files, and how ownership is proved now

The framework the final rule made permanent, and what replaced the filing for everyone else.

Who still submits a BOI report

The remaining category, and what the report contains.

What it means in practice

For a company that no longer files

Small businesses: no filing, but still proof

The ownership question survives the exemption, and arrives from a different direction.

Who counts as a beneficial owner

The definitions that compete, and the rule each one belongs to.

The file

Four things this section settles
2025
When it changed

FinCEN issued the interim final rule on 26 March 2025, redefining who must file.

0
U.S.-formed entities reporting

Entities created in the United States are exempt from reporting beneficial ownership information.

Foreign
Who still reports

Entities formed under the law of a foreign country that registered to do business in a U.S. state, and only for the owners who are foreign individuals.

Final
The status of the rule

FinCEN issued the final rule on 11 August 2026; it took effect on its publication in the Federal Register on 14 August 2026.

Compliance Officers

Ownership evidenced, whether or not anything gets filed

The exemption removed a filing, not the question. Compliance Officers assembles the documentation that evidences who owns and controls a company, and obtains the federal record checks a counterparty asks for.

FBI identity history summary
Police clearance certificate

Elsewhere in Background Checks

The neighbouring sections of this edition
Background & Criminal Records
FOIA Requests
Anti-Money Laundering
Due Diligence Services
All of Background Checks

All guides

The full list of the section, always up to date

Our authors

Zulma Eliana Bourelly

Zulma Eliana Bourelly

Florida Supreme Court Certified County Court Mediator.

Certified Notary Signing Agent through the National Notary Association (NNA), Certified Anti-Money Laundering Specialist (CAMS) and Florida Notary Public. With legal training in Colombia and 30 years of professional experience, she combines technical knowledge, business leadership and international experience. Since 2009, she has led Riveros Corp and a network of services helping individuals and businesses navigate cross-border processes involving the United States.

Claudio Enrique Pita

Claudio Enrique Pita

Security consultant accredited by Colombia’s Superintendencia de Vigilancia y Seguridad Privada; forensic fingerprint examiner.

A business administrator with a specialization in finance, he brings more than 27 years of experience protecting people, valuables and infrastructure. His career includes administrative and financial management at McKinsey & Company in Colombia and executive roles at multinational companies. As Partner and Senior Consultant at Compliance Officers, he applies that experience to background screening, due diligence and compliance.

Legal notice · Zulma Eliana Bourelly

No soy abogada con licencia para ejercer la abogacía en el estado de Florida y no puedo dar asesoría legal ni aceptar honorarios por asesoría legal.

I am not an attorney licensed to practice law in the State of Florida, and I may not give legal advice or accept fees for legal advice.