January 13, 2025 is a past deadline, not a current filing date for U.S.-created businesses. Under FinCEN’s rule effective August 14, 2026, entities created under U.S. law are exempt from beneficial ownership information (BOI) reporting. Some entities formed under foreign law and registered to do business in the United States may still have to report if they do not qualify for an exemption.
What the Corporate Transparency Act requires now
The Corporate Transparency Act (CTA), enacted January 1, 2021 as part of the Anti-Money Laundering Act of 2020, added beneficial-ownership reporting provisions to the Bank Secrecy Act. FinCEN’s original reporting rule took effect January 1, 2024. After litigation and changes to the rule, FinCEN’s final rule took effect August 14, 2026, making the exemption for U.S.-created entities permanent.
The key distinction is where the entity was formed—not where its owners live or where it does business. A foreign-formed entity may fall within the reporting rule if it registers to do business in a U.S. state or Tribal jurisdiction by filing with a secretary of state or similar office. It must also meet the rule’s reporting-company definition and not qualify for an exemption. Entity-specific facts matter, so this distinction is a starting point, not a determination that a particular company must file.
| Entity situation | Current BOI reporting treatment |
|---|---|
| Created under U.S. law | Exempt from BOI reporting under FinCEN’s current rule. |
| Formed under foreign law and registered to do business in a U.S. state or Tribal jurisdiction | May have to report if it meets the reporting-company definition and no exemption applies. |
| Foreign-formed but not registered to do business in a U.S. state or Tribal jurisdiction through the relevant filing | The registration condition described in FinCEN’s current guidance is not met; assess the entity’s facts and current guidance before drawing a conclusion. |
Why January 13, 2025 appears in the title
The January 13 date belongs to the original rollout, when litigation-related changes affected reporting deadlines. It is historical and should not be treated as a universal deadline today. The original rule began on January 1, 2024; FinCEN published an interim final rule narrowing the reporting-company definition on March 26, 2025, and the final rule making the domestic-company exemption permanent became effective August 14, 2026.
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The scale of the earlier reporting regime is reflected in a Government Accountability Office database snapshot: as of March 2026, FinCEN’s database held approximately 16.4 million BOI reports, including approximately 15,000 filed by foreign reporting companies. Those figures predate the August 2026 final rule and do not represent the number of businesses currently required to report.
Which foreign entities may still need to file
A foreign-formed entity should assess its formation law, U.S. registration, and eligibility for each potentially relevant exemption. FinCEN’s FAQ describes 23 exemption categories, including specified public issuers, governmental authorities, financial institutions, tax-exempt entities, qualifying large operating companies, and inactive entities. These categories have detailed criteria: a company should not assume it is exempt merely because it belongs to a broad industry or appears large or inactive.
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Who is included in a covered foreign entity’s report
Under the final rule, a covered foreign entity does not report beneficial owners who are U.S. persons or company applicants who are U.S. persons. U.S. persons do not have to provide BOI in those roles. Foreign beneficial owners of a covered foreign entity remain reportable. FinCEN also says U.S. persons who obtained a FinCEN identifier are relieved of the duty to update or correct the information they supplied for that identifier.
Independent reader supportYour contribution helps us test, update, and keep practical guides available for everyone.Deadlines for foreign entities under FinCEN’s published guidance
The applicable deadline depends in part on when the foreign entity became registered to do business in the United States. FinCEN’s published timing guidance gives the following dates and triggers:
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| Foreign entity’s registration timing | Published BOI deadline |
|---|---|
| Registered before March 26, 2025 | April 25, 2025. This date has passed. |
| Becomes a reporting company on or after March 26, 2025 | Generally 30 calendar days after notice that registration is effective. FinCEN’s Q&A describes the trigger as the earlier of actual notice or public notice from the registering office. |
These are the deadlines in the published guidance, not an entity-specific legal determination. Because the final rule took effect after the interim-rule Q&A was issued, a foreign entity should check FinCEN’s current BOI guidance for any subsequent clarification and confirm its status and deadline against its own registration and exemption facts. A foreign entity with a past deadline should not assume either that it is exempt or that a past date creates a present filing duty without checking the current rule.
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How the rule changed over time
- January 1, 2021: Congress enacted the CTA as part of the Anti-Money Laundering Act of 2020.
- January 1, 2024: FinCEN’s original BOI reporting rule took effect.
- January 13, 2025: A date in the historical deadline rollout; it is not the current general filing rule.
- March 26, 2025: FinCEN published an interim final rule narrowing the reporting-company definition and exempting domestic reporting companies.
- August 11, 2026: The Treasury Department announced FinCEN’s final rule.
- August 14, 2026: The final rule took effect, permanently exempting U.S.-created entities while retaining reporting duties for certain foreign entities.
What a business should check
- Identify the law of formation. Determine whether the entity was created under U.S. law or formed under foreign law.
- For a foreign-formed entity, check U.S. registration. Establish whether it registered to do business in a state or Tribal jurisdiction through a filing with a secretary of state or similar office, and identify the effective date and notice.
- Apply exemptions by their criteria. Review the current FinCEN categories and requirements rather than relying on a company label or a general impression of its size or activity.
- If it is a reporting company, check the people and timing rules. Distinguish U.S. persons from foreign persons in beneficial-owner and company-applicant roles, then verify the deadline and any applicable updates in current FinCEN guidance.
- Get advice for cross-border edge cases. Formation, registration, exemption, and ownership facts can interact; a qualified lawyer or compliance professional can assess the entity’s specific position.
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