Does a Med Spa Need to File a BOI Report in 2026? The FinCEN Rule After the 2025 Changes

For two years the question in every new-practice checklist was "when is our BOI report due?" For a med spa formed in a U.S. state the answer, as of November 2026, is never. FinCEN's final rule under the Corporate Transparency Act, published in the Federal Register on August 14, 2026, permanently removed U.S.-formed companies and U.S. persons from beneficial ownership reporting. That covers the operating LLC, the management services organization, the professional entity and the LLC that owns the building.

But "never" leaves three things owners still get wrong: what happens to a report the practice already filed, which entities in an aesthetics group still have an obligation, and which beneficial ownership questions never went away. The mailers asking for a fee to "confirm your exemption" have not stopped either. Here is the state of play, with dates, so you can tell a real obligation from a scam.

Where the rule stands in November 2026

FinCEN's own August 11, 2026 announcement describes the result as permanently ending the requirement for U.S. companies and U.S. persons. The statute still exists; it now applies to a small population of foreign-formed entities.

What the final rule says, and what it does not

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 the foreign companies that still file. And U.S. persons who obtained a FinCEN identifier no longer have to update or correct it. The final rule went two steps beyond the 2025 interim rule: it added U.S.-person company applicants to the exemption, and it committed FinCEN to deleting the information it already holds that it reasonably believes a U.S. person provided.

The deletion is the part owners ask about. FinCEN says it will run a single sweep of the database rather than periodic purges, using the identity documents on file (a U.S. passport, a state driver's license) to decide what goes. You do not have to request it, FinCEN will not confirm it to you individually, and it will post a notice on its website when the sweep is done. Information in filings made after February 10, 2027 is not expected to be included, which only matters to foreign reporting companies that are still filing.

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 by filing with Sunbiz as a foreign entity. Those companies report their own identifying information plus the name, date of birth, address and identification document of each non-U.S. beneficial owner, defined as an individual who owns or controls at least 25% of the ownership interests or exercises substantial control. A foreign company whose beneficial owners are all U.S. persons reports company information only. The deadlines carried over from the interim rule: 30 days from notice that the registration is effective for the initial report, and 30 days after any change for an update. Filing remains free at fincen.gov/boi.

Entity by entity: the med spa LLC, the MSO, the professional entity

An aesthetics group often has more legal entities than locations, and each one was a potential reporting company under the original rule. Under the final rule the test is the same for all of them: where was it formed?

One structural point for MSO practices: the original rule treated the person who controls the professional entity through a management agreement as a possible beneficial owner of that entity, which created an awkward question about reporting the MSO's owners on the PC's report. The final rule makes the question moot for every domestic entity. The accounting side of that structure, meaning the management fee, the intercompany balances and the consolidated view of the group, is covered in our MSO and professional entity accounting guide.

Foreign-formed and foreign-owned: who still files, and the IRS form that never went away

Two situations in the aesthetics world still carry an obligation, and they are easy to confuse.

The first is a company formed outside the United States that registers in a state to do business here: a Canadian or Mexican corporation that qualifies in Florida to open a location, or an offshore investment vehicle that registers to hold an interest in an MSO. That company is a foreign reporting company. It files within 30 days of its registration notice, reports its non-U.S. beneficial owners, leaves out any U.S. person who owns or controls it, and updates within 30 days when ownership changes. A U.S.-citizen general manager with substantial control is not reported.

The second is a U.S.-formed entity with a foreign owner, which is far more common: an investor abroad takes 30% of a Texas MSO, or a non-resident founder forms a Florida LLC to open a practice. That entity files nothing with FinCEN. It does have IRS reporting that predates the Corporate Transparency Act and was never touched by it. A U.S. corporation, or an LLC taxed as one, that is 25% or more foreign-owned files Form 5472 each year to report transactions with related parties, and a single-member LLC wholly owned by a foreign person files Form 5472 attached to a pro forma Form 1120. The penalty for not filing starts at $25,000 per form, with another $25,000 if the failure continues more than 90 days after the IRS notifies you. A partnership with a foreign partner has its own withholding and reporting rules. In our experience the foreign-owned practice that worries about BOI is usually the one that has never heard of Form 5472, and the second problem is the expensive one.

What did not go away

Your bank's beneficial ownership form. When a med spa opens an operating account, a merchant account or an equipment loan, the bank will still ask for a certification of beneficial ownership. That comes from FinCEN's Customer Due Diligence rule for financial institutions, not from the Corporate Transparency Act, and it was not repealed. Under the CDD rule the bank identifies each individual who owns 25% or more of the equity and one individual with significant responsibility to control or manage the company, at the time a new account is opened, with relief that lets a bank skip re-verification when an existing customer opens an additional account. Refusing to sign it because "BOI was repealed" only delays the account.

State beneficial ownership laws. New York's LLC Transparency Act took effect January 1, 2026. After the governor vetoed, on December 19, 2025, 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 or Delaware LLC with a New York certificate of authority files nothing, not even an exemption attestation. Non-U.S. LLCs authorized in New York before 2026 must file by December 31, 2026; new ones file within 30 days of applying for authority; the Department of State charges a $25 fee, and penalties for long non-compliance can reach $500 a day. As of a January 2026 survey by Pillsbury, New York is the only state that has enacted its own beneficial ownership disclosure requirement, though others have considered bills.

The entity calendar you already had. A Florida LLC still files its Sunbiz Annual Report between January 1 and May 1, and the managers listed there remain public record. The formation steps for a Florida practice, including that report, are in our guide to setting up a med spa entity in Florida.

The scam mail. FinCEN's fraud alert is still posted: there is no fee to file a BOI report, FinCEN does not send correspondence requesting payment, and letters citing a "Form 4022" or "Form 5102" or a "US Business Regulations Dept." are fake. Since the exemption the mailers have shifted from "file now or face daily penalties" to "confirm your exemption" and "beneficial ownership compliance certificate," usually with a QR code and a fee. No agency issues an exemption certificate. If one arrives, send it to your accountant before you send anyone money.

Worked example: one aesthetics group, three entities, three answers (illustrative)

Desert Glow Aesthetics (a fictional name) is an illustrative two-location practice in Scottsdale, Arizona with $3,200,000 of revenue, four injectors and a physician medical director. It runs through three entities: Desert Glow Management, LLC, an Arizona MSO owned by two entrepreneurs; Desert Glow Medical, PC, an Arizona professional corporation owned by the physician; and DG Properties, LLC, which owns the second location's building. All three filed BOI reports in November 2024 when the January 2025 deadline looked firm.

In 2026 the group adds a third location, brings in a new 20% investor at the MSO, and changes registered agents. Under the original rule each of those would have triggered a 30-day update for at least one entity. Today the answer for all three entities is nothing: no update, no withdrawal, and the 2024 reports are scheduled for deletion in FinCEN's sweep. The owners keep the three filing confirmations in the permanent entity file as proof of good-faith compliance during a period of shifting deadlines, and they ignore the "exemption certificate" mailer that arrived in September.

Now change one fact. The new investor is not an individual but Maple Aesthetic Holdings Ltd., an Ontario corporation that registers with the Arizona Corporation Commission as a foreign entity so it can hold its MSO interest. Maple is a foreign reporting company. It must file within 30 days of its registration notice, reporting its own information and its two Canadian shareholders, and it must update within 30 days if one buys out the other. Desert Glow Management, LLC itself still files nothing with FinCEN, but with a 20% foreign owner it is below the 25% line for Form 5472; at 25% or more, and if the MSO were a corporation or taxed as one, that annual IRS form would be due with its return.

What usually goes wrong

The errors now run in both directions. Owners of domestic entities pay a compliance service to "update" or "withdraw" a report that needs neither. Foreign-owned U.S. practices 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. Non-U.S. LLCs doing business in New York have not heard about December 31, 2026. And new practices still find "file BOI report" on a launch checklist written in 2024, spend an afternoon on it, and in the worst case hand their owners' passport scans to a third-party filing site that no longer has any reason to exist.

When to get help

For nearly every practice we work with, the BOI answer is a one-line note in the compliance calendar: not required, keep the 2024 confirmation, FinCEN deletes it. The exceptions are entities formed abroad and registered in a U.S. state, U.S. entities with foreign owners who trigger Form 5472, and LLCs doing business in New York. When a practice opens through our new med spa launch service, the entity calendar is built once, with the Sunbiz Annual Report, state registrations and any foreign-ownership filings on it, and the BOI line is already crossed off; the rest of that opening sequence is in the accounting setup checklist for a new med spa.

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

Jenny Gao, CPA, EA

Founder of Balance Partners, a CPA-led accounting, tax and fractional CFO practice for med spas. Florida-licensed CPA and IRS Enrolled Agent with more than 13 years of accounting and tax experience. Jenny writes and reviews every guide on this site. About Jenny

This guide is general educational information for owners of med spas and aesthetics practices in the United States and is not accounting, tax, legal, medical, payroll or financial advice for your situation. Rules change and vary by entity, state and facts. Balance Partners, LLC does not provide audit, review, compilation or other attest services. Last reviewed November 8, 2026.