Corporate Transparency Act Explained
The Corporate Transparency Act (CTA) is a 2021 US law that asked companies to tell the government who owns and controls them. For US-formed LLCs and corporations that requirement has now been lifted. In 2026, only companies formed under another country's law that have registered to do business in a US state still have to file a beneficial ownership information (BOI) report with FinCEN.
Key takeaways
- The CTA created the BOI report, filed with FinCEN, the Treasury's financial crimes unit.
- Reporting began on 1 January 2024 and covered millions of small US companies at first.
- A March 2025 interim rule exempted US-created companies, and FinCEN finalised that approach in August 2026.
- Foreign reporting companies, meaning non-US entities registered in a US state, must still file within 30 days of registration.
- The filing is free, and anyone charging a large fee to "renew" it is misleading you.
What the Corporate Transparency Act was meant to do
Lawmakers passed the CTA to fight shell companies used for money laundering and tax evasion. Before it, many US states let you form an LLC without publishing your name. The law tried to close that gap by creating a confidential federal database of beneficial owners, held by FinCEN and not open to the public.
A "beneficial owner" is anyone who owns at least 25 percent of a company or who exercises substantial control over it, such as a senior officer. A founder with a 100 percent stake was always a beneficial owner, and so was a manager who ran the company day to day.
How the rules changed
The first version of the rule applied to almost every LLC, corporation and similar entity created by filing with a state. Non-US founders were often confused, because a Wyoming or New Mexico LLC owned by someone in Lagos or Mumbai fell inside it. Then the position moved several times:
- 1 January 2024: reporting begins. Companies formed before 2024 had until 1 January 2025, and new companies had 90 days.
- 2024: court challenges and delays. Deadlines were paused and restarted more than once.
- March 2025: FinCEN issues an interim final rule exempting US-created companies and US persons. Only foreign reporting companies remain in scope.
- 11 August 2026: FinCEN issues a final rule making those exemptions permanent, effective when it was published in the Federal Register on 14 August 2026.
For a deeper look at the current filing rules, see our BOI filing guide. This article explains the law itself and how it got here.
Who has to file now
The test is where the company was created, not where its owners live. Use this quick check:
- Was the company created by filing a document with a US state, such as Articles of Organization in Wyoming or a Certificate of Incorporation in Delaware? If yes, it is a domestic company and is exempt.
- Was it formed under the law of another country, such as an Indian private limited company or a UK limited company? If yes, go to the next question.
- Has that foreign company registered to do business in a US state? If yes, it is a foreign reporting company and must file. If it has not, it does not.
So an LLC you form through our LLC formation service is a US-formed company and does not file. An Indian company that sells to US customers online but has never registered in a US state does not file either.
The original deadlines, for reference
Many older guides still show the 2024 deadlines. They no longer apply to US-formed companies, but they explain why so many founders remember a 90-day or 30-day rule. The chart shows the windows under the original rule.
| Company created | Days to file |
|---|---|
| Before 2024 | 365 days |
| During 2024 | 90 days |
| 2025 onward | 30 days |
| Foreign company registered after 26 March 2025 | 30 days |
| Changes to reported details | 30 days |
Today, only the last two rows describe live obligations, and only for foreign reporting companies.
What a foreign reporting company reports
A foreign reporting company gives FinCEN its legal name, any trade names, its principal address, the country of formation and its tax ID. It reports its non-US beneficial owners with full name, date of birth, address and an identifying document number with a scan of the document. US persons are left out of the report under the current rules.
If any of that information changes, such as an owner's address, the company files an update within 30 days. That is the reason the deadlines were often discussed as "file once, then keep it current".
Penalties and scam warnings
The statute allows civil penalties for willfully failing to file or for giving false information. In 2024 the figure was about $500 a day, adjusted for inflation, and it can also involve criminal penalties. Those risks apply to companies that are actually within scope, so a foreign reporting company should take the deadline seriously.
The warning goes the other way too. After the law was announced, many mailers and websites imitated FinCEN and demanded fees for filing. FinCEN has said there is no fee and that it does not send unsolicited requests for personal data. If a letter asks you to pay to "register your BOI", go straight to fincen.gov/boi and check there.
How the CTA connects to your other filings
The BOI report is separate from your tax and state filings. A US-formed LLC with a foreign owner still has real obligations: the state annual report, the registered agent, and usually Form 5472 with a pro-forma Form 1120 each year. Those are not affected by the BOI change. Our LLC compliance checklist lists them in order, and the annual report guide explains the state side.
Privacy is another reason people still ask about the CTA. The federal database was never public, but your state filings can be. If ownership privacy matters to you, look at states that allow anonymous LLCs, and compare them in our Wyoming, Delaware and New Mexico comparison.
What to do if you already filed a BOI report
If you filed a report for a US-formed company before the exemption, you do not need to file again, and you do not need to send a correction. FinCEN has said it will not require updates from exempt companies. Keep a copy of your confirmation for your records in case a bank or lawyer asks how the company handled BOI.
This is general information, not legal advice. If your structure is unusual, for example a foreign parent that registered in a US state, confirm the current position with an attorney.
Frequently asked questions
Do I have to file a BOI report for my Wyoming LLC?
No. Under the March 2025 interim rule and the August 2026 final rule, companies created in the United States are exempt, even when every owner lives abroad.
What is a foreign reporting company?
It is a company formed under another country's law that has registered to do business in a US state or tribal jurisdiction. Only that group still files a BOI report.
Is there a fee to file with FinCEN?
No. Filing is free and is done directly with FinCEN. Treat any demand for payment that claims to come from FinCEN as a likely scam.
Does the CTA make my ownership public?
No. The federal BOI database is not public. State records such as Articles of Organization may still show names, depending on the state.
Are there other exemptions?
Yes. The law lists categories such as regulated financial institutions and large operating companies. If you think one applies, check FinCEN's guidance or ask an attorney.
Not sure which of your entities count as domestic or foreign? Book a call and we will map it out, or see the BOI service page for how we help.
