February 2026 Update
FinCEN has revised how Beneficial Ownership Information (BOI) reporting is applied under the Corporate Transparency Act.
Entities created in the United States (U.S. LLCs and corporations) are currently exempt from BOI reporting under FinCEN’s interim rule.
BOI reporting obligations now primarily apply to certain foreign entities registered to do business in the U.S.
If you are a foreign entity registered in the U.S., you may still have reporting requirements. WCS can help noncitizens establish LLCs and corporations in the United States and keep their entities compliant.
—
What Is the Corporate Transparency Act?
Companies may be required to file Beneficial Ownership Information (“BOI”) with the Department of Treasury’s Financial Crimes Enforcement Network (“FinCEN”), depending on their formation and registration status. Under FinCEN’s current interim rule, U.S.-formed entities are exempt, while certain foreign entities registered to do business in the United States may still be required to report.
What Is A Company?
A “Company” is an entity formed by filing a document with a secretary of state or similar office under state or tribal law. Thus, corporations, LLCs, Trusts that are filed with a State, and limited partnerships are Companies. Foreign entities registered to do business in the U.S. are also considered Companies under the CTA.
Under the original rule, most small and mid-sized entities were included. Under FinCEN’s current interim rule, entities created in the United States are exempt from BOI reporting. Foreign entities registered to do business in the U.S. may still qualify as reporting companies.
Who Does Not Have To File
There are several exemptions from the Beneficial Ownership reporting requirements. Most of these cover entities already subject to oversight, such as publicly traded companies, banks and other financial institutions, investment companies, insurance companies, governmental entities, and public utilities. Most accounting firms are exempt, as are non-profits and other tax-exempt entities. Also, large operating companies with $5 million in annual revenues and 21 plus employees with an office inside the US, and their business coming from within the US do not have to file, nor do any subsidiaries under exempt companies.
When To File
Under FinCEN’s interim rule:
- Foreign reporting companies registered before March 26, 2025 were generally required to file by April 25, 2025.
- Foreign reporting companies registered on or after March 26, 2025 generally must file within 30 days after registration becomes effective.
U.S.-formed entities are currently exempt from filing requirements.
Who Has Access To This Information
This information will be available to federal law enforcement agencies (including the Treasury and the IRS), and state and local law enforcement agencies with prior court approval. Foreign agencies may also ask for access to the information, either under an international treaty or as part of certain investigative procedures. Finally, financial institutions and their regulators may obtain access for purposes of satisfying their Know Your Customer requirements. These filings will not be made available to the general public.
What Is A Beneficial Owner?
A “Beneficial Owner” is any individual who, directly or indirectly, either (i) exercises substantial control over a reporting Company, or (ii) owns or controls at least 25% of the ownership interests of a reporting Company.
“Substantial control” means serving as a senior officer, having authority over the appointment or removal of a senior officer or a majority of the board (or similar body), directing important decisions, or having any other form of substantial influence or control over a reporting Company.
“Ownership interests” are broadly defined and can include profits interests, convertible notes, and options to acquire equity interests. The CTA seeks to look through any holding company owners to identify the individuals who ultimately have substantial interests in a company.
How To File
The filing will be done online.
You will need the full legal name of the company, where it was formed, the physical mailing address of the reporting Company (mail drops or PO Boxes not accepted), any d/b/a names that have been registered, and its Federal number.
The following information will be required for each Beneficial Owner: (1) full legal name, (2) date of birth, (3) current residence address, and (4) the person’s unique identifying number from a passport, driver’s license, or other government-issued document, including a copy of the document which includes a picture.
If you are filing on a company formed after January 1, 2024, then you will also need to report each “Company Applicant”. A “Company Applicant” is the individual who directly files the formation documents (or registration documents for a foreign Reporting Company), as well as the individual primarily responsible for directing the filing. (If you have had us file your corporate documents after January 1, 2024, we will provide you with this information for your filing.)
Does This Need To Be Filed Yearly?
No. But if you change the address of the company, any owner’s address changes, ownership of the company changes, or the company’s exempt status changes, these changes need to be reported within 30 days of any change.
What Happens For Not Filing
The law sets forth multiple penalties for non-compliance, providing for both criminal and civil penalties. Any person who provides false information, or fails to report complete or updated information, is subject to a civil penalty of not more than $500 for each day that the violation continues, and may face fines of not more than $10,000, imprisonment for not more than two years, or both. Separate from the CTA, persons could face criminal liability under the federal criminal code, which prohibits knowingly and willfully providing false information or concealing a material fact to any of the three branches of the federal government.
Do I Still Need Your Privacy Packages?
The ownership information you give is not public, so to keep your name off the State public records, you will need to use our privacy packages.
How Will An Aged Company Be Handled?
Under FinCEN’s current interim rule, companies formed in the United States—including aged shelf companies—are exempt from BOI reporting. Foreign entities registered to do business in the United States should review their reporting status carefully.
Do You Have Someone That Can File For Us?
Yes. For foreign entities that remain subject to BOI reporting requirements, we provide initial filing services and ongoing maintenance support to help keep required information current in the FinCEN BOI system.
If you would like to discuss whether your entity is required to file, please contact us at info@wyomingcompany.com.
Wyoming Privacy and Entity Structuring
Even as BOI reporting requirements evolve, privacy considerations at the state level remain important. Wyoming continues to be a leading jurisdiction for business owners seeking:
- Reduced public disclosure of ownership information
- Strong asset protection laws
- Flexible entity structuring
If you are evaluating your structure in light of recent CTA updates, our team can help you determine the right approach. Email us today: info@wyomingcompany.com.