The Corporate Transparency Act (CTA) requires most U.S. companies to disclose their beneficial owners to FinCEN. The reporting requirement has been in effect since 2024, but it has spent most of 2024 and 2025 in litigation. As of mid-2026, here is where things actually stand and what your company has to do.
The short version
If you operate a U.S. LLC, corporation, or similar entity, you almost certainly have a Beneficial Ownership Information (BOI) reporting obligation to FinCEN. The 2024 nationwide injunction was lifted in early 2025; the Treasury issued an interim final rule in March 2025 that narrowed the rule to apply only to entities formed under foreign law that register to do business in the U.S. That narrowing was challenged and overturned by an appellate ruling in late 2025, restoring the original scope. As of January 2026, all entities subject to the original CTA are required to file.
If you formed an entity before January 1, 2024, your initial report was due January 1, 2025, and if you have not filed, you are now non-compliant. If you formed an entity in 2024 or later, the report was due within 90 days of formation. New entities formed in 2026 have 30 days.
Who has to report
The CTA applies to:
- LLCs, corporations, and similar entities created by filing a document with a state Secretary of State or equivalent.
- Foreign entities registered to do business in any U.S. state.
There are 23 exemptions, mostly for entities that are already heavily regulated (publicly traded companies, banks, registered investment companies, etc.) or that meet a large operating company exemption: more than 20 full-time U.S. employees, more than $5 million in U.S. revenue, and a physical U.S. office.
Most small LLCs and small corporations do not qualify for any exemption.
What you have to report
Two categories of information:
About the company:
- Full legal name.
- Any trade names or DBAs.
- Current U.S. street address.
- Jurisdiction of formation (or registration, for foreign entities).
- IRS taxpayer identification number.
About each beneficial owner:
- Full legal name.
- Date of birth.
- Current residential address.
- Unique identifying number from an acceptable identification document (passport, driver license, or state ID), plus an image of the document.
A beneficial owner is any individual who either exercises substantial control over the company or owns or controls at least 25 percent of the ownership interests. Substantial control includes senior officers, anyone with authority to appoint or remove officers or a majority of the board, and anyone with significant influence over major decisions.
Most small companies have one to four beneficial owners. The reporting is per-person.
When you have to report
- Existing companies (formed before January 1, 2024): initial report was due January 1, 2025.
- Companies formed in 2024: initial report was due within 90 days of formation.
- Companies formed in 2025 or 2026: initial report due within 30 days of formation.
- Changes: any change to reported information (new beneficial owner, address change, expired ID) requires an updated report within 30 days.
The 30-day update window is the requirement most companies miss. If a beneficial owner moves, you have 30 days to file an update. If the beneficial owner gets a new driver license, you have 30 days. The continuous-reporting obligation is part of what makes the CTA different from most filings.
How to file
FinCEN runs the [BOI E-Filing System at boiefiling.fincen.gov](https://boiefiling.fincen.gov/). The filing itself takes about 30 minutes per company if you have all the information ready.
There is no filing fee, the report is free. Some third-party services (registered agents, online formation services) offer paid CTA filing as part of a package. For a single straightforward LLC, the direct filing is simpler. For a portfolio of entities, an automated filing service is worth the cost.
You do not need an attorney to file. You may need an attorney to determine whether a complex structure has beneficial owners you have not identified.
Penalties
Civil penalties: up to $591 per day for non-compliance (adjusted for inflation, 2026 rate).
Criminal penalties: up to two years in prison and $10,000 in fines for willful violations or willful provision of false information.
FinCEN has stated that penalties for unintentional first-time non-compliance will generally be modest, with corrective action plans rather than maximum penalties. Repeat or willful violations are a different matter.
Common confusion points
A few things that come up consistently:
Single-member LLCs taxed as disregarded entities still have to file. The federal tax treatment is irrelevant to the CTA.
The IRS Schedule K-1 does not satisfy the requirement. The IRS and FinCEN do not share this data, and the K-1 does not capture the right information anyway.
Sole proprietorships and general partnerships are not covered. The CTA applies to entities created by a filing with a state. Sole proprietorships and general partnerships do not file to come into existence.
Trusts have specific rules. Some trusts hold ownership interests and have their own beneficial-owner analysis under the CTA. If the LLC is owned by a trust, you need to figure out who counts as a beneficial owner through the trust.
An attorney or accountant is not automatically a beneficial owner. They can be, if they have substantial control. Routine professional advisors usually are not.
What to do now
If you have not filed:
- Confirm the entity is not exempt.
- Identify the beneficial owners (anyone with 25 percent ownership or substantial control).
- Collect the identification documents.
- File at boiefiling.fincen.gov.
- Calendar the 30-day update obligation.
If you have filed:
- Review whether any reportable information has changed in the last six months.
- Calendar an annual review to catch changes that should have triggered an update.
- Add the BOI update obligation to your standard checklist for any change to officers, ownership, or addresses.
If you are not sure whether an exemption applies, or you have a complex ownership structure with trusts, holding companies, or foreign owners, LawSensai can match you with a business attorney in your state who handles CTA compliance.