Do U.S. LLCs still file a BOI report? The August 2026 final rule, New York, and what's left

The short answer

The obligation that remains is narrow. It applies to entities formed under the law of a foreign country that register to do business in a U.S. state, and even those no longer report any U.S. person. Your state annual report is a separate filing under a separate law, and it is still due on its usual date.

How we got here, in six dates

The final rule changed three things compared with the interim rule, and all three reduce burden further. (1) Foreign reporting companies no longer report U.S. person company applicants, not just U.S. person owners. (2) U.S. persons who obtained a FinCEN ID no longer have to keep its information updated. (3) The owner exemption was moved into the part of the regulation governing report contents, 1010.380(b). FinCEN says the move is to avoid confusion with other rules that borrow the beneficial-owner definition, such as the Real Estate Reporting Rule.

Who still files with FinCEN

Note what "domestic" means here. An LLC formed in Delaware that operates in Texas is a U.S.-formed entity and is exempt, even though Texas treats it as a "foreign LLC." The word "foreign" means another state in state filing law and another country in the federal rule. That overlap causes much of the confusion.

"I already filed." What happens to it

Millions of U.S. companies filed in 2024 and early 2025. The final rule's preamble includes a section on "Disposition of BOI in the Database," and it says three things a small-business owner should know:

1. FinCEN plans to delete U.S. person information. It "anticipates working with the National Archives and Records Administration (NARA)" to delete information about individuals who "reported an identifying document that FinCEN reasonably believes was provided by a U.S. person (e.g., U.S. passport, U.S. driver's license)."
2. You do not need to ask, and you will not be told. FinCEN "does not anticipate requiring or requesting" that U.S. companies or persons contact it about removal, and "does not intend to provide any acknowledgement or confirmation" of deletion. It "will provide notice to the public on its website" when the process is complete.
3. It is a one-time sweep with a cutoff date. FinCEN "only intends to complete this process one time," and: "If BOI relating to a U.S. company or a U.S. person is included—inadvertently or intentionally—in a filing made after February 10, 2027, FinCEN does not anticipate deleting that information."

If you hold a FinCEN ID, the final rule removes the obligation for U.S. persons to update or correct the information behind it.

New York's LLC Transparency Act

New York passed its own beneficial-ownership law, LLC Law §§ 1106–1108, effective January 1, 2026. It collects information in a state database with a $25 fee per filing. A bill to decouple it from the federal definitions (S8432) was vetoed on December 19, 2025, according to law-firm summaries we read (Sources). The Department of State's FAQ is the controlling public guidance, and it is clear on scope:

For the non-U.S. LLCs it does cover, the penalties are real. The FAQ describes "past due" status after 30 days and "delinquent" after two years; Attorney General fines of up to $500 per day; a $250 Department of State fine to clear the status; and "suspended" status if a filing is not made within 30 days of notice. Filing is electronic only.

For New York's regular filings (the $9 biennial statement and the one-time publication requirement), see the New York LLC guide.

The letters still arriving

BOI confusion was a good setup for fake mailers, and FinCEN's BOI page still carries a fraud alert. In its own words:

• Correspondence referencing a "Form 4022" or "Form 5102" is fraudulent, because "FinCEN does not have" those forms.
• Correspondence referencing a "US Business Regulations Dept." is fraudulent: "there is no government entity by this name."
• "FinCEN does NOT send correspondence requesting payment to file BOI," and it does not send initial penalty notices by email or phone.

Now that U.S. companies have no filing to make at all, any 2026 letter telling a U.S. LLC it owes a BOI report or a BOI penalty conflicts with FinCEN's published position. Treat it the way you would treat the annual report lookalikes covered in how to tell a state notice from a paid solicitation: check the sender against the agency's own website before doing anything else. FinCEN's December 18, 2024 scam alert (linked below) explains where to report one.

What did not change: your state annual report

The federal BOI report and your state annual report were always separate filings, required by different laws and sent to different agencies. Removing the first does nothing to the second. Pennsylvania's Department of State said so directly, stating that federal CTA rules and court cases "do not affect the Pennsylvania annual reporting requirement" (see our Pennsylvania guide). The same applies in every state. Your annual report, biennial statement, or franchise-tax report is still due on its usual date, and missing it can still lead to administrative dissolution. Some states ask ownership-type questions on the annual report itself. For example, since 2024 South Dakota's report asks whether the entity owns agricultural land and has foreign beneficial owners. That is a state requirement unrelated to FinCEN.

What this page does not settle

• The statute itself did not change. The Corporate Transparency Act is still law. The exemption rests on the Treasury Secretary's authority to exempt "class[es] of entities" by regulation, so a future rulemaking or an act of Congress could change the outcome. We are not predicting either.
• Litigation. FinCEN's BOI page still describes a 2024 court judgment in National Small Business United v. Yellen as ongoing. We have not tracked every case; nothing we read indicates any of them affects the exemption for U.S. companies described above [our reading].
• Foreign-formed entities. If your company was formed outside the United States, this page is an orientation, not a filing guide. Read FinCEN's rule and FAQs, or ask a professional.
• Other states. We looked only at New York's standalone ownership law. We have not surveyed other states' proposals.
• The deletion itself. FinCEN describes a plan ("anticipates," "intends"). We cannot verify when or whether the deletion happens. FinCEN says it will post a notice on its website when it does.

Sources

• Federal Register, Beneficial Ownership Information Reporting Requirement Revision (final rule, doc. 2026-16576, RIN 1506-AB67), effective Aug 14, 2026: summary, background, section II.A overview, and section III.A "Disposition of BOI in the Database"
• Federal Register, interim final rule, Mar 26, 2025
• FinCEN, Beneficial Ownership Information Reporting (alert updated Aug 11, 2026; fraud alert; litigation note)
• FinCEN press release on the final rule
• NY Department of State, Beneficial Ownership Disclosure FAQ (Q1, Q4, Q5, Q12, Q16, Q17, Q21)
• Sidley Austin, "New York LLC Transparency Act Took Effect January 1, 2026; U.S.-Formed LLCs Exempt" (the Dec 19, 2025 veto of S8432; a secondary source)