BOI Reporting in 2026: What the FinCEN Rule Means for Your Business

For two years the most common question in our inbox was "when is our BOI report due?" For a Florida LLC or corporation, the answer in September 2026 is never. FinCEN's final rule, published in the Federal Register on August 14, 2026, permanently removed U.S.-formed companies and U.S. persons from the Corporate Transparency Act's reporting requirement. But "never" still leaves three things owners get wrong: what happens to a report they already filed, which companies still have to report, and which beneficial ownership questions did not go away.

This is the state of play as of September 14, 2026, with dates, so you can tell a real obligation from a mailer.

How we got here, in six dates

The result is a law that still exists but applies to a small population; FinCEN's own announcement described it as ending the requirement for millions of small business owners.

What the final rule says

Three groups are out for good. Every entity formed under the law of a U.S. state or tribe is exempt from reporting. U.S. persons do not have to be reported as beneficial owners or company applicants by anyone, including by foreign companies that still report. And U.S. persons who obtained a FinCEN identifier have no duty to update it. The final rule went further than the 2025 interim rule on two points: foreign companies no longer report U.S.-person company applicants, and FinCEN committed to deleting the information it already holds about U.S. persons and domestic entities in a single sweep to be completed by February 10, 2027.

Who is still in: a "foreign reporting company," meaning an entity formed under the law of another country that has registered to do business in a U.S. state or tribal jurisdiction. In Florida that is the foreign-entity registration on Sunbiz. Those companies report their own identifying information plus the name, date of birth, address, and identification document of each non-U.S. beneficial owner, meaning an individual who owns 25% or more or exercises substantial control.

The deadlines carried over from the interim rule. A foreign company already registered in a U.S. state on March 26, 2025 had until April 25, 2025. One that registers later must file within 30 calendar days of notice that its registration is effective, and any change to the reported information must be reported within 30 calendar days. Filing is free through FinCEN's BOI system, and a foreign company whose beneficial owners are all U.S. persons is excused from listing any beneficial owners.

A plain decision table

If you already filed: what happens to your report

The first year of the program produced a flood of reports from companies that no longer have to file, including many of our clients who filed in late 2024 when the January 1, 2025 deadline looked firm. There is nothing to withdraw and no form to cancel a report. The final rule's answer is deletion: FinCEN will remove information it reasonably believes was provided by U.S. persons, using the identifying documents on file to decide what goes, with a completion date of February 10, 2027. You do not have to request it.

Two practical points. Keep the filing confirmation with your permanent entity records anyway; it is proof of good-faith compliance during a period of shifting deadlines (our guide to which business records to keep covers the rest of that file). And do not file updates. If your address, ownership, or officers changed after you filed, the duty to report the change disappeared with the rest of the requirement.

What did not go away

Your bank's beneficial ownership form. The BOI report to FinCEN was separate from the Customer Due Diligence rule banks follow. When a legal entity opens an account, the bank must identify each individual who owns 25% or more of the equity and one individual with significant control, usually on a certification form. That rule still applies under FinCEN's CDD rule. In February 2026 FinCEN granted relief so a bank need not re-verify owners every time an existing customer opens an additional account, but the first-account certification and risk-based updates remain.

State beneficial ownership laws. New York's LLC Transparency Act took effect January 1, 2026. After the governor vetoed a bill that would have decoupled it from the federal definitions, it applies only to LLCs formed outside the United States that are authorized to do business in New York; a Florida LLC with a New York certificate of authority files nothing, not even an exemption attestation. Non-U.S. LLCs already authorized in New York must file by December 31, 2026, new ones within 30 days of applying for authority, with penalties that can reach $500 a day. Other states have floated similar bills.

IRS reporting for foreign-owned companies. A U.S. corporation, or a single-member LLC, with a 25% foreign owner still files Form 5472 with its federal return each year, with its own steep penalties. That obligation predates the CTA and was never tied to it.

The Florida Annual Report. Sunbiz still requires it between January 1 and May 1, and the managers listed there remain public record; details in how to form an LLC in Florida.

The scam mail has not stopped

FinCEN's fraud alert is still current: there is no fee to file a BOI report, FinCEN does not send correspondence requesting payment, and any letter citing a "Form 4022" or "Form 5102" is fake. Since the exemption, the mailers have shifted from "file now or face daily penalties" to "confirm your exemption" and "beneficial ownership compliance certificate," often with a QR code and a fee. No agency issues an exemption certificate, and no Florida-formed company owes FinCEN a filing or a dollar. If a notice arrives, send it to your accountant before you send anyone a payment.

Worked example: two Tampa companies, two answers

Gulf Coast Cabinetry, LLC is a Florida LLC with two members, both U.S. citizens. It filed its BOI report in November 2024, moved to a new shop in 2025, and added a third member in early 2026. Its obligations today: none. The move and the new member would each have triggered a 30-day update under the original rule; now there is no update, no withdrawal, and its 2024 report is scheduled for deletion by February 10, 2027. It keeps the confirmation and ignores the "exemption certificate" mailer that arrived in August.

Maple Leaf Pool Supply Ltd. is an Ontario corporation that registered with Sunbiz as a foreign entity on June 8, 2026 to open a Tampa warehouse. It is owned 50/50 by two Canadian residents and run day to day by a U.S.-citizen general manager. It is a foreign reporting company, so it had to file within 30 calendar days of the registration notice, reporting its company information and the two Canadian owners. The general manager, a U.S. person, is not reported even though he has substantial control. If one Canadian owner sells to the other in October, the update is due within 30 days. Willful failure to file exposes the company and the individuals involved to civil penalties that accrue by the day and to criminal penalties.

What usually goes wrong

The errors we see now run in both directions. Owners of Florida companies pay a compliance service to "update" or "withdraw" a report that needs neither. Foreign-owned Florida LLCs assume they must file because their owners are foreign, and in the same breath miss the Form 5472 they actually owe. Foreign-formed companies assume the exemption covers them because their owners live in Tampa; it covers the owners, not the company, which still files. Non-U.S. LLCs doing business in New York have not heard about December 31, 2026. And a few owners refuse to sign the bank's beneficial ownership certification because "BOI was repealed," which only delays the account.

When to get help

For nearly every company we work with, the BOI answer is a one-line note in the compliance calendar: not required, keep the 2024 confirmation, FinCEN deletes it by February 2027. The exceptions are companies formed abroad and registered in a U.S. state, U.S. companies with foreign owners, and LLCs doing business in New York. Those are the situations our outsourced back-office support service tracks alongside the Annual Report and the rest of the entity calendar, so the deadline is on someone's list before it is on a penalty notice.

If you received a BOI-related notice and are not sure whether it is real, or you are registering a foreign company in Florida this year, request a 20-minute fit call. Bring the notice or the Sunbiz registration and we will tell you in plain terms whether anything is owed.

Jenny Gao, CPA, EA

Founder of Balance Partners. Florida-licensed CPA and IRS Enrolled Agent with more than a decade of accounting and tax experience. Jenny writes and reviews every guide on this site. About Jenny

This article is general educational information for U.S. business owners and is not accounting, tax, legal, payroll or financial advice for your situation. Rules change and vary by entity, state and facts. Balance Partners, LLC does not provide audit, review or other attest services. Last reviewed September 14, 2026.