BOI Reporting: The Requirement That Was Rolled Back

Current status (reviewed 2026-05-21): As of May 2026, under the March 2025 FinCEN interim final rule, US-formed LLCs and their US owners have no federal BOI filing obligation. This is an interim rule, not finalized, and is subject to change — the 11th Circuit upheld the Corporate Transparency Act in December 2025, so the underlying statute remains alive even while US domestic companies are exempt from filing today.

This guide explains what BOI was, what changed in March 2025, why the exemption could reverse, and what still applies to foreign entities and state-level rules.

What BOI Was

BOI stands for Beneficial Ownership Information. The Corporate Transparency Act (CTA), passed in 2021 and effective January 1, 2024, created a federal requirement for most US companies to report their true owners to the Financial Crimes Enforcement Network (FinCEN), a bureau of the US Treasury.

The intent was to reduce money laundering and the use of shell companies for illicit purposes by building a federal database of who actually owns American businesses.

For approximately 14 months, most US LLCs and corporations were technically subject to this reporting requirement — including most single-member LLCs used for privacy structuring.

What Happened: March 2025 Interim Final Rule

The CTA faced immediate and sustained legal challenges. Courts repeatedly issued injunctions, stayed enforcement, and questioned the law's constitutionality. The enforcement status was volatile throughout 2024 and early 2025.

On March 26, 2025, FinCEN issued an interim final rule narrowing who must file. Under that rule, US-formed entities and their US owners are exempt from federal BOI reporting. FinCEN's public guidance stated that entities created in the United States — including those previously called "domestic reporting companies" — are not required to report beneficial ownership information.

Foreign-formed entities registered to do business in the US may still have reporting obligations under the narrowed rule. Deadlines and scope depend on FinCEN's current guidance — verify at fincen.gov/boi.

December 2025: 11th Circuit Upholds the CTA

In December 2025, the US Court of Appeals for the Eleventh Circuit held that the Corporate Transparency Act is constitutional. That matters because it keeps the statute on the books even while FinCEN's interim rule exempts most US domestic filers.

Practical takeaway: "No BOI required for my Wyoming LLC" is accurate as of May 2026 under the March 2025 interim final rule — not a permanent guarantee. FinCEN could finalize a rule, Congress could amend the CTA, or a future administration could change enforcement posture.

What This Means for US LLC Owners (May 2026)

If you have a US-formed LLC — Wyoming, New Mexico, Delaware, or any other state — you currently have no federal BOI filing obligation under the interim rule described above.

If you previously filed a BOI report (during the period when enforcement was in effect or in anticipation of it), there is no indication that existing filings create any ongoing obligation today — but confirm with counsel if your situation is unusual.

If a formation service or attorney tells you that you must file BOI today for a US-formed LLC, ask them to cite current FinCEN guidance dated 2026, not pre-March-2025 materials.

What This Means for Privacy

The interim exemption is meaningfully positive from a privacy perspective.

The original BOI requirement would have created a federal, non-public database containing your name, date of birth, home address, and a copy of your ID — connected to every LLC you own. While the database was never public (access was restricted to law enforcement and regulated financial institutions), it represented a significant expansion of government data collection on business owners.

Under the March 2025 interim rule for US entities:

No active federal BOI filing obligation for US-formed companies (as of May 2026, subject to change)
Your LLC remains connected to you through the channels that have always existed: state filings (where you've chosen to be anonymous), bank KYC records, and your private operating agreement

The anonymous LLC stack — Wyoming or New Mexico formation with a professional registered agent — provides the same state-level privacy it always did, without the overlay of mandatory federal BOI registration while the interim exemption remains in force.

Why It Still Matters to Understand

The exemption is interim. FinCEN has not issued a final rule; the March 2025 interim final rule could be modified or reversed. The 11th Circuit decision keeps the statutory framework alive.

Foreign structures. If you have foreign entities registered in the US, reporting requirements may still apply under the narrowed definition of "reporting company."

State-level requirements. Some states have enacted or are considering their own beneficial ownership reporting requirements. These are separate from federal BOI and are worth monitoring depending on where you operate.

Due diligence questions. Counterparties may still ask about BOI history. Answer with dates and qualifiers — not "BOI is dead forever."

The Current Compliance Picture for US LLCs

Requirement	Status (May 2026)
Federal BOI filing (FinCEN)	No filing required for US-formed LLCs under March 2025 interim final rule — interim, not finalized, subject to change
State LLC annual reports	Required per your formation state (Wyoming: $52/year; New Mexico: none)
IRS EIN / tax filings	Required — unchanged
Bank KYC at account opening	Required by bank — unchanged
State-level BOI	Varies by state — check your state's requirements

For most US LLC owners, ongoing obligations are state annual reports (if any), federal tax filing, and bank KYC — not federal BOI today, under the interim rule.

Summary

US-formed LLCs: no federal BOI filing as of May 2026, under FinCEN's March 2025 interim final rule — interim, not finalized, subject to change
11th Circuit (Dec 2025): upheld the CTA — the statute survives; only the filing obligation for US companies is switched off for now
Foreign companies registering in the US may still need to file — check FinCEN
Anonymous LLC formation remains valuable for state-record privacy; don't treat "no BOI today" as immunity from banks, courts, or tax authorities
Official source: fincen.gov/boi — verify before relying on any third-party summary (including this one)

BOI guide cluster

Related explainers (same May 2026 qualifier throughout):

Will Federal BOI Reporting Come Back in 2026? — triggers and signals to watch
The 11th Circuit Upheld the CTA — statute vs. filing rule
New York LLC Transparency Act (2026) — state-level reporting; U.S.-formed LLCs exempt
What an Anonymous LLC Does NOT Do — privacy limits (not armor)

Glossary: BOI · Corporate Transparency Act · Beneficial Owner

General information, not legal advice. Default Privacy is not a law firm. Laws and agency rules change — consult qualified counsel for your situation.