BOI Reporting in 2026: What U.S. Companies, Foreign Entities, and Fintech and Crypto Founders Actually Need to Know
Executive Summary
- U.S. companies are exempt from BOI reporting as of March 26, 2025. FinCEN issued an interim final rule that removes the requirement for U.S. companies and U.S. persons to report beneficial ownership information under the Corporate Transparency Act (CTA). This represents a fundamental change from the original rule that required tens of millions of U.S. companies to file.
- Foreign entities registered to do business in the U.S. still must file BOI reports under new deadlines. Foreign reporting companies registered before March 26, 2025, had to file by April 25, 2025. Foreign reporting companies registering after that date have 30 days from registration.
- Foreign reporting companies do not report U.S. persons as beneficial owners. Even where a U.S. citizen owns or controls a foreign entity registered to do business in the U.S., the entity does not report that individual.
- The Eleventh Circuit upheld the constitutionality of the CTA in December 2025, but the FinCEN interim final rule remains in effect. Practical effect: the law is constitutional but enforcement against U.S. companies is suspended.
- State-level rules can still apply. The New York LLC Transparency Act (NY LLCTA) took effect January 1, 2026, and applies to non-U.S.-formed LLCs registered to do business in New York state. Other states are evaluating similar rules.
- BOI is one piece of a broader compliance picture. For fintech and crypto companies, BSA/AML compliance, MSB registration with FinCEN, Money Transmitter Licenses, the Travel Rule, and SAR/CTR filing remain fully in effect and unchanged. According to Ridgeway Financial Services, founders who used the BOI rule change to relax their compliance posture more broadly are making a costly mistake.
What Changed in 2025: The Rule Update
The original Corporate Transparency Act required virtually every U.S. corporation, LLC, and similar entity to report beneficial ownership information to FinCEN. Tens of millions of companies were swept into the requirement. The rule generated extensive litigation throughout 2024 and early 2025, with multiple federal courts issuing injunctions, stays, and competing rulings.
On March 2, 2025, the U.S. Department of the Treasury announced a major scaling back of the requirement. On March 21, 2025, FinCEN issued an interim final rule. On March 26, 2025, that rule took effect.
The substantive change:
- The definition of “reporting company” was revised to mean only entities formed under the law of a foreign country that have registered to do business in any U.S. state or tribal jurisdiction.
- Entities previously classified as “domestic reporting companies” (essentially all U.S.-formed corporations and LLCs) are now formally exempt.
- U.S. persons are exempt from BOI reporting with respect to any reporting company for which they are a beneficial owner.
FinCEN’s stated rationale: The agency determined that BOI reporting by domestic reporting companies “would not serve the public interest” and “would not be highly useful in national security, intelligence, and law enforcement agency efforts.” This was a significant reversal of the agency’s prior position.
What remained the same: Foreign entities that meet the new definition of reporting company, and that do not qualify for an exemption, still must file BOI reports. The substantive content of BOI reports is unchanged for those entities.
Constitutional status: In December 2025, the Eleventh Circuit Court of Appeals upheld the constitutionality of the CTA. This has no immediate practical effect because the FinCEN interim final rule limiting the rule’s application remains in place. The constitutional ruling means that if a future administration reinstated broader BOI reporting, it would survive constitutional challenge.
Who Still Has to File in 2026
The list of who must still file is much shorter than under the original rule.
Foreign reporting companies
A foreign reporting company is an entity:
- Formed under the law of a foreign country (not a U.S. state or tribe)
- Registered to do business in any U.S. state or tribal jurisdiction by filing a document with a secretary of state or similar office
- Not qualifying for any of the 23 statutory exemptions
This typically captures:
- Cayman Islands LLCs registered to do business in Delaware, New York, or California
- BVI corporations registered as foreign entities in any U.S. state
- Singapore entities registered to do business in the U.S.
- UK Limited companies with U.S. registrations
- Other non-U.S.-formed entities operating in the U.S.
For RFS clients in crypto and fintech, this is significant. Many crypto companies use offshore structures (Cayman Foundation, BVI Limited, Singapore Pte Ltd) for tax or regulatory reasons. When those entities register to do business in the U.S., they fall into the BOI reporting requirement.
Filing deadlines for foreign reporting companies
- Registered before March 26, 2025: Must have filed by April 25, 2025. Companies that missed this deadline should file immediately and document the cause of the delay.
- Registered on or after March 26, 2025: 30 calendar days from the date of registration to file the initial BOI report.
- Changes to previously reported information: 30 calendar days from the change.
- Corrections to inaccurate information: 30 calendar days from when the company becomes aware of the inaccuracy.
What gets reported
For each foreign reporting company:
- Legal name and any DBAs or trade names
- Current principal U.S. business address
- Jurisdiction of formation
- Taxpayer Identification Number (or foreign equivalent if no TIN)
For each beneficial owner who is NOT a U.S. person:
- Full legal name
- Date of birth
- Residential or business address
- Unique identification number from a valid identification document (passport, foreign government ID)
- Image of the identification document
U.S. persons are excluded. Foreign reporting companies do not report U.S. persons as beneficial owners. This is a meaningful change from the original rule.
Penalties
Civil penalties of up to $500 per day for continuing violations. Criminal penalties of up to $10,000 and up to two years imprisonment for willful violations. These penalties apply only to entities that still have a filing requirement (foreign reporting companies). They do not apply to U.S. companies that filed before the rule changed and now don’t need to update.
What U.S. Companies Should Do
For U.S.-formed entities, the situation is straightforward but worth confirming:
You do not need to file an initial BOI report. Whether you previously filed or not, you do not have an ongoing obligation under the current rule.
You do not need to update or correct previously filed reports. If you filed before the rule change and information has since become inaccurate, no update is required.
You do not need to track changes. The 30-day update requirement no longer applies to U.S. companies.
You should NOT be paying a service to file BOI reports for you. Several services are still selling BOI filing for U.S. companies. This is now an unnecessary expense.
Watch for state-level rules. The federal rule does not preempt state-level transparency rules. As of January 1, 2026, the NY LLCTA applies to non-U.S.-formed LLCs registered in New York. Other states are evaluating similar rules. Track changes in your state of formation and in any state where you’re registered to do business.
Voluntary filing is not recommended. Some companies that filed under the original rule have asked whether to voluntarily continue reporting. There is no benefit to doing so and some commentators have raised concerns about the data destruction status of previously filed reports. Most legal analysts recommend against voluntary continued filing.
State-Level Transparency Rules: NY LLCTA
The federal rule change does not eliminate state-level beneficial ownership requirements. The most significant state-level rule taking effect now is the New York LLC Transparency Act (NY LLCTA).
Effective date: January 1, 2026
Who it applies to: Non-U.S.-formed LLCs that have registered, or will register, to do business in New York state. Critical: it does NOT apply to U.S.-formed LLCs as currently written.
What to file:
- Foreign LLCs registered before January 1, 2026: must file a disclosure form or an exemption attestation by January 1, 2027
- Foreign LLCs registering on or after January 1, 2026: 30 days from registration
Information collected: Beneficial ownership information for individuals who own or control 25% or more of the LLC, or who exercise substantial control. Roughly parallel to the federal BOI rule but applied at the state level.
Practical implications: A Cayman LLC that is registered to do business in New York is now subject to both the federal BOI requirement (filed with FinCEN) and the NY LLCTA requirement (filed with New York state). Two separate filings, similar but not identical content.
Other states are watching the NY LLCTA implementation. California, Massachusetts, and others have introduced similar legislation that may pass in 2026 or 2027. Companies operating in multiple states should track these developments.
BOI Is Not the Same as BSA/AML or MSB Registration
Founders sometimes conflate BOI reporting with broader BSA (Bank Secrecy Act) and AML (Anti-Money Laundering) compliance. They are different requirements with different scopes.
BOI reporting (the topic of this page) is about beneficial owner identification. The change in 2025 affects who has to report this information. It does not affect any other BSA or AML requirement.
BSA/AML compliance for fintech and crypto companies is fully in effect and unchanged. This includes:
- Customer Due Diligence (CDD) and Know Your Customer (KYC) requirements
- Transaction monitoring
- Suspicious Activity Report (SAR) filing
- Currency Transaction Report (CTR) filing for cash transactions over $10,000
- Recordkeeping requirements
- Designation of an AML compliance officer
- Annual independent audits of the AML program
MSB (Money Services Business) registration with FinCEN applies to any business that:
- Issues, redeems, or sells stored value
- Conducts currency dealing or exchange (including most crypto exchanges)
- Provides money transmission services
- Issues or sells money orders or traveler’s checks
- Operates as a check casher
MSB registration is separate from and not affected by the BOI rule change. MSBs must register with FinCEN within 180 days of beginning operations. The registration is renewed every two years. Crypto exchanges, custodial wallet providers, and most fintech payment platforms qualify as MSBs.
State Money Transmitter Licenses (MTLs) are also separate. Most U.S. states require fintech and crypto companies that move customer funds to obtain individual state-by-state MTLs. The Money Transmitter License guide covers the state-by-state requirements in detail.
FinCEN’s Travel Rule for crypto requires VASPs (Virtual Asset Service Providers) to share originator and beneficiary information for crypto transfers above $3,000. This rule is fully in effect and applies regardless of BOI status.
The pattern: U.S. companies got relief from BOI reporting specifically. They got no relief from the broader compliance ecosystem. Companies that interpret the BOI change as a general loosening are misreading the situation.
Special Considerations for Fintech and Crypto Companies
For RFS’s primary client base, several specific scenarios apply.
U.S. crypto companies with Cayman or BVI structures
Common pattern: a U.S. crypto company has a Cayman Foundation that issues tokens, while operations and team are in the U.S. through a Delaware C-corp. The structures interact with BOI in specific ways:
- The Delaware C-corp is exempt from BOI reporting
- The Cayman Foundation, if registered to do business in any U.S. state, is a foreign reporting company that must file
- U.S. persons who are beneficial owners of the Cayman entity are NOT reported
The practical filing burden is much smaller than under the original rule but is not zero for offshore-structured companies.
Fintech companies with foreign parent
A fintech that’s a U.S. subsidiary of a UK Limited or Singapore Pte Ltd:
- The U.S. subsidiary itself, formed in a U.S. state, is exempt
- The foreign parent, if registered to do business in any U.S. state, is a foreign reporting company
- The foreign parent’s BOI report does not include U.S. persons
MSB and MTL registration is unaffected
A crypto exchange operating in the U.S. still needs:
- MSB registration with FinCEN
- MTLs in states where it operates
- BSA/AML compliance program
- SAR/CTR filing capability
- Travel Rule compliance
None of this changed in 2025. Companies that paused compliance work because they “got relief on BOI” misread what changed.
Investor due diligence
Sophisticated VCs and institutional investors performing diligence on fintech and crypto companies still ask about BOI compliance. The right answer in 2026 is “U.S. entities are exempt under the March 2025 interim final rule. Foreign entities in our structure have filed/are filing as required.” Companies that don’t have this answer ready signal weak compliance posture.
Foreign payment processor partnerships
If a U.S. fintech partners with a foreign-formed payment processor or banking partner, that foreign partner may have BOI obligations that affect their relationship with the fintech. Diligence on partners’ regulatory status is more important than ever.
What to Do Now: A Practical Framework
For U.S.-formed companies (corporation, LLC, partnership):
- Confirm exempt status. Verify your entity is U.S.-formed and not a foreign reporting company.
- Document the determination. A short internal memo confirming exempt status protects against future questions.
- Stop any active filing services. If you contracted with a BOI filing service, terminate the service.
- Track state-level developments. Subscribe to state corporate notices for any state where you’re registered.
- Watch federal rulemaking. FinCEN may issue a final rule that further refines the position. The interim final rule remains in effect but is not the final word.
For companies with foreign entities in their structure:
- Map the entire structure. Identify every entity formed under foreign law and its U.S. registrations.
- Confirm registration status. Whether each foreign entity is “registered to do business” in any U.S. state determines BOI exposure.
- File or update as required. Foreign reporting companies registered before March 26, 2025 should have filed by April 25, 2025. Companies that missed this should file immediately with documentation of the delay.
- Update procedures. Foreign reporting companies have 30-day update windows for changes to previously reported information.
- Coordinate with U.S. legal counsel. State law and federal law interact in complex ways. Legal counsel familiar with both layers is the right partner.
For all fintech and crypto companies:
- Maintain BSA/AML programs unchanged. Nothing about BOI relief changes BSA/AML obligations.
- Verify MSB registration current. MSB registration renewals every two years. Confirm yours is current.
- Verify MTL footprint. Confirm Money Transmitter License coverage in all states where you operate.
- Document the Travel Rule compliance. For VASPs, Travel Rule compliance is fully in effect.
How Ridgeway Financial Services Helps
Ridgeway Financial Services is a CPA-led firm specializing in fintech, crypto, and technology companies. While we are not a law firm and do not file BOI reports for clients, we work alongside legal counsel on the broader compliance picture that BOI is part of.
We support clients on compliance reporting in four ways.
Compliance program design and operation. BSA/AML programs for fintech and crypto companies, transaction monitoring frameworks, SAR/CTR filing protocols, and ongoing operations. This is the work that the BOI rule change does not affect.
MSB registration and renewal. FinCEN registration for money services businesses, including the biennial renewal process and ongoing reporting requirements.
MTL readiness assessments. State-by-state Money Transmitter License preparation. Our MTL Readiness Tool helps fintech companies assess their preparation status.
Coordination across the compliance picture. BOI, BSA/AML, MTL, SOC, audit, and tax obligations interact. We help fintech and crypto founders understand the full picture rather than treating each requirement in isolation.
If you operate a fintech or crypto company with offshore structures, multi-state operations, or any combination of U.S. and foreign entities, getting the compliance picture right is one of the highest-leverage finance and operations investments you can make.
Talk to Ridgeway Financial Services for compliance program design and integration with your broader finance and accounting work. CPA-led, fintech and crypto specialized.
Frequently Asked Questions
Do U.S. companies still have to file BOI reports in 2026?
No. As of March 26, 2025, FinCEN’s interim final rule exempts all U.S.-formed entities (previously known as “domestic reporting companies”) from BOI reporting. U.S. persons are also exempt from BOI reporting with respect to any entity for which they are a beneficial owner.
What companies still have to file BOI reports?
Foreign reporting companies, defined as entities formed under the law of a foreign country that have registered to do business in any U.S. state or tribal jurisdiction. This typically includes Cayman LLCs, BVI corporations, Singapore Pte Ltds, UK Limiteds, and other non-U.S.-formed entities operating in the U.S.
What was the deadline for foreign reporting companies?
Foreign reporting companies registered to do business in the U.S. before March 26, 2025, had to file BOI reports by April 25, 2025. Foreign reporting companies registering on or after March 26, 2025, have 30 calendar days from registration to file the initial BOI report.
Are U.S. persons reported as beneficial owners of foreign reporting companies?
No. Foreign reporting companies do not report U.S. persons as beneficial owners. Even where a U.S. citizen owns or controls a foreign entity registered to do business in the U.S., the entity does not report that individual.
Is BOI reporting the same as BSA/AML compliance?
No. BOI is a specific beneficial owner identification requirement. BSA/AML compliance is a broader framework including KYC, transaction monitoring, SAR/CTR filing, and AML program design. BSA/AML obligations are unchanged by the BOI rule changes and remain fully in effect for fintech and crypto companies.
Does the BOI change affect MSB registration?
No. Money Services Business registration with FinCEN is a separate requirement under different statutory authority. Crypto exchanges, custodial wallet providers, and most fintech payment platforms must still register and renew biennially. The BOI rule change does not affect MSB registration.
What is the New York LLC Transparency Act (NY LLCTA)?
The NY LLCTA is a New York state law effective January 1, 2026, that requires non-U.S.-formed LLCs registered to do business in New York to file beneficial ownership information with the state. It applies similarly to but separately from the federal BOI rule. U.S.-formed LLCs are not subject to the NY LLCTA as currently written.
What happens if a foreign reporting company missed the April 25, 2025 deadline?
The company should file immediately with documentation of the cause of the delay. Civil penalties accrue at up to $500 per day for continuing violations, and criminal penalties may apply for willful failures. Working with legal counsel to document the circumstances is the prudent approach.
Should I file a BOI report voluntarily even though my U.S. company is exempt?
Generally no. There is no benefit to voluntary filing for U.S. companies, and some commentators have raised concerns about the data destruction status of previously filed reports. If you filed under the original rule, no further action is required.
How do BOI obligations affect a U.S. fintech with a foreign parent company?
The U.S. subsidiary itself, formed in a U.S. state, is exempt from BOI reporting. The foreign parent, if registered to do business in any U.S. state, is a foreign reporting company that must file. The foreign parent’s BOI report does not include U.S. persons. Most U.S. employees, executives, and U.S. shareholders are not reported even if they have beneficial ownership in the foreign parent.
What documentation should I keep about my BOI status?
For U.S. companies: a short internal memo confirming exempt status under the March 26, 2025 interim final rule. For foreign reporting companies: copies of all filed reports, supporting identification documents, and records of any changes triggering an update. Investors and counterparties may ask for evidence of compliance status during diligence.
Reviewed by YR, CPA, Senior Financial Advisor, Ridgeway Financial Services
Ridgeway Financial Services is a CPA-led fractional CFO and accounting firm serving fintech, crypto, and technology companies. We help clients understand and operate compliance programs across BOI, BSA/AML, MSB registration, MTL readiness, and the broader regulatory framework that affects fintech and crypto operations. We are not a law firm and recommend coordination with qualified legal counsel for filing decisions.