On 11 August 2026 FinCEN permanently ended BOI reporting for US companies. Certain foreign entities registered in the US remain in scope, and federal tax reporting such as Form 5472 is untouched: what changed, what did not, and what to review now.
Published: 2026-10-08 · Last verified: 2026-10-08 · 11 min
Direct answer: on 11 August 2026 FinCEN issued a final rule that permanently removed beneficial ownership information (BOI) reporting for US companies under the Corporate Transparency Act framework. Domestic US entities — including US entities owned by foreign persons — are no longer required to file. Certain foreign entities registered to do business in the United States remain in scope, and the change has no effect on federal tax reporting such as Form 5472.
Updated 22 September 2026 · Avv. Dott. Massimo Leonardi — Italian-qualified Attorney (Avvocato), Dottore Commercialista and Statutory Auditor (Revisore Legale), qualified in Italy. U.S.-law and U.S. filing matters are handled in coordination with licensed U.S. professionals.
Companies created under the law of a US state or tribal jurisdiction are exempt from BOI reporting. This includes many LLCs and corporations that previously expected to fall within the Corporate Transparency Act framework, and it includes US entities owned in whole or in part by foreign persons.
For international founders, a US-formed LLC is no longer subject to BOI reporting merely because its owner is foreign. That does not remove other federal or state obligations, and it does not retroactively invalidate filings a company already submitted.
The remaining reporting population is narrower. Entities formed under non-US law that register to do business in a US jurisdiction may still qualify as reporting companies.
Under the 2026 final rule, these foreign reporting companies generally do not report beneficial ownership information for US persons; the continuing focus is on relevant foreign individuals connected to the foreign reporting entity.
Example: an Italian S.r.l. that qualifies to do business as a foreign LLC in Florida may still fall within the residual reporting scope. Applicability, the categories of information to be reported and the timing depend on the entity's characteristics, its registration date and the available exemptions. A case-by-case verification against current FinCEN guidance is warranted.
A frequent mistake — already visible in the market — is to treat the BOI exemption as if it removed all US reporting for foreign-owned entities. It does not.
A foreign-owned US disregarded entity may still have specific IRS obligations. The Form 5472 instructions confirm that a US disregarded entity wholly owned by a foreign person may be treated as a reporting corporation for Section 6038A purposes and may need to file Form 5472 together with a pro forma Form 1120 when reportable transactions occur.
That is a federal tax information-reporting obligation, independent from the CTA/BOI regime and untouched by the 2026 rule. Missed filings continue to trigger the $25,000 initial penalty and an additional $25,000 continuation penalty for each 30-day period after the 90-day notice window, with no stated maximum — see our Form 5472 guide and the penalty and corrective-action analysis.
Legal form and federal tax classification remain central to cross-border planning. A single-member LLC may be disregarded by default for federal income tax purposes, but that classification does not mean the entity has no compliance obligations. A multi-member LLC is generally taxed as a partnership by default, with its own filings — potentially Form 1065 and partner-level reporting — unless an election is made.
EIN requirements, Form 5472, related-party transactions, elections on Form 8832, state-level obligations and the owner's tax residence elsewhere all shape the overall framework. The analysis starts with the ownership structure and the business model, not with the BOI question in isolation — see US entity and governance structure.
For entities that previously filed BOI reports, the 2026 final rule does not require any specific action to "unfile" the earlier submission. FinCEN's position is that US companies are no longer within reporting scope, so future updates are not required for entities that qualify for the exemption.
Foreign reporting companies still in scope should verify case by case whether prior filings must be maintained or updated, whether the residual US-persons carve-out affects their obligation, and how changes in ownership or registration status interact with the new rule.
Area — What to verify
Formation status — Formed in the US, or formed abroad and registered in a US jurisdiction?
Existing BOI filings — Was a report filed, and does the new rule change future obligations?
Federal tax filings — Is there a Form 5472 obligation, and is it current? The BOI change is irrelevant here
Ownership documentation — Are related-party transactions, contributions, distributions and management authority documented?
State-level obligations — Annual reports, franchise taxes, foreign-qualification renewals — these continue
Cross-border alignment — Is the US position consistent with the Italian analysis (Quadro RW, IVIE, CFC)?
The FinCEN 2026 final rule did not change:
Confusing the BOI change with any of these adjacent regimes is the main risk of the current environment.
IIILEX International Consulting LLC assists Italian and other foreign founders in mapping US compliance obligations after the FinCEN 2026 rule change, coordinating the BOI position with the federal tax analysis, state-level obligations and the Italian side of the structure. Where US opinions or filings require U.S.-licensed advisors, we work with U.S. attorneys and CPAs so that each obligation is handled by the appropriate professional. Start with a diagnostic call or see the US market entry service.
The 2026 change is good news, but it is not a general amnesty. For entities with foreign ownership, the value now lies in clearly separating what is exempt from what continues to apply — and in updating the compliance calendar accordingly.
The 2026 FinCEN final rule simplified beneficial ownership reporting for many US businesses, including US-formed entities owned by foreign persons. Simplification in one regulatory area should not be confused with the disappearance of cross-border compliance. The practical approach is to separate three questions: what FinCEN requires, what the IRS requires, and what the relevant state and foreign jurisdictions require.
Content verified against official sources available as of 22 September 2026. Applicable rules depend on facts and periods; verify subsequent updates before any professional use.
This content is general information and does not constitute legal, tax or accounting advice. Applicability must be verified case by case against current FinCEN guidance. U.S.-law questions and U.S. filings are handled in coordination with licensed U.S. professionals.
No. Under the FinCEN final rule issued on 11 August 2026, companies created under the law of a US state or tribal jurisdiction are exempt from beneficial ownership information reporting, including US entities owned wholly or partly by foreign persons.
Entities formed under non-US law that register to do business in a US jurisdiction may still qualify as reporting companies. Under the 2026 rule these foreign reporting companies generally do not report information on US persons; the focus is on relevant foreign individuals.
No. Form 5472, filed with a pro forma Form 1120 by a foreign-owned US disregarded entity with reportable transactions, is a federal tax information-reporting obligation under Section 6038A. It exists independently from the CTA/BOI regime and was not affected by the 2026 rule.
The 2026 final rule does not require any specific action to withdraw a previous submission. US companies are no longer within reporting scope, so future updates are not required for entities that qualify for the exemption.
The IRS states an initial $25,000 penalty for failure to file a complete and correct Form 5472 by the due date, plus an additional $25,000 for each 30-day period after the 90-day notice window, with no stated maximum.
No. Bank-level customer identification and beneficial ownership requirements follow separate banking regulations, not the Corporate Transparency Act, and banks continue to ask for ownership information.
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IIILEX International Consulting LLC is the Florida-based practice of Avv. Dott. Massimo Leonardi — Italian-qualified Attorney (Avvocato), Dottore Commercialista and Statutory Auditor (Revisore Legale), qualified in Italy, with 30+ years of Italian practice. We work exclusively on cross-border matters between Italy and the United States, in coordination with licensed U.S. professionals for matters of U.S. law.
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Massimo Leonardi is admitted to practice law in Italy and is not admitted to practice law in Florida or elsewhere in the United States. He is qualified in Italy as Dottore Commercialista and Revisore Legale and is not a U.S. Certified Public Accountant. IIILEX International Consulting LLC provides cross-border consulting and Italian legal and tax advisory services. Matters requiring advice on U.S. or Florida law are handled in coordination with appropriately licensed U.S. professionals.