Beneficial Ownership (BOI) Reporting: What US Companies Need to File in 2026
The Corporate Transparency Act requires most US companies to report their beneficial owners to FinCEN. Here is who must file, what to report, and the penalties for non-compliance.
The basics
The Corporate Transparency Act (CTA) introduced beneficial ownership information (BOI) reporting to the United States. Most companies formed or registered to do business in the US must report their beneficial owners to the Financial Crimes Enforcement Network (FinCEN).
This is a significant shift. The US has historically been one of the easiest places in the world to form anonymous shell companies. The CTA changes that by creating a federal database of who actually owns and controls American businesses.
Who must file
Reporting companies include corporations, LLCs, and similar entities created by filing with a state secretary of state (or equivalent). Foreign companies registered to do business in the US are also covered.
Exempt entities include publicly traded companies, banks, credit unions, insurance companies, tax-exempt organisations, and certain large operating companies (more than 20 full-time US employees, more than $5 million in US-sourced revenue, and a physical US office).
The large operating company exemption is narrower than most people assume. All three criteria must be met simultaneously. A 50-person company with $4 million in revenue does not qualify.
What to report
For each beneficial owner, you must report:
- Full legal name
- Date of birth
- Residential address (not a business address)
- An identifying document number (passport, driving licence, or state ID) with an image of the document
A beneficial owner is any individual who directly or indirectly exercises substantial control over the company, or who owns or controls at least 25% of the ownership interests.
"Substantial control" includes senior officers (CEO, CFO, COO, general counsel), anyone with authority to appoint or remove senior officers, and anyone who directs or substantially influences important decisions.
Deadlines
| Scenario | Deadline |
|---|---|
| Companies formed before 1 January 2024 | 1 January 2025 |
| Companies formed in 2024 | 90 days from formation |
| Companies formed in 2025 onwards | 30 days from formation |
| Changes to beneficial ownership | 30 days from the change |
Penalties
Non-compliance is a federal offence:
- Civil penalties: Up to $591 per day (adjusted annually for inflation)
- Criminal penalties: Up to $10,000 fine and/or 2 years imprisonment
- Wilful non-compliance: Enhanced penalties for knowingly providing false information
These are serious consequences. At $591 per day, a company that misses its deadline by six months faces over $100,000 in civil penalties alone.
Multi-entity complexity
For businesses with multiple entities, BOI reporting multiplies quickly. Each entity files separately. Each needs its own set of beneficial owner information. Changes at the parent level (a new director, a share transfer) can trigger reporting obligations across every subsidiary.
A holding company with ten subsidiaries that appoints a new CEO has eleven BOI updates to file, each within 30 days.
How CompCal helps
CompCal tracks BOI reporting deadlines alongside your other compliance obligations. When you add a new entity, the system flags the BOI filing requirement and sets appropriate alerts. When ownership changes occur, CompCal reminds you to update your FinCEN filings within the 30-day window.