The federal beneficial ownership reporting obligation for U.S. companies ends on August 14, 2026. If your entity is formed in the United States, you're no longer required to report to FinCEN. However, state-level requirements remain, and they can be easily overlooked due to shared terminology with the federal rule. This oversight could lead to penalties.
This checklist will help your organization confirm ongoing obligations, identify which entities are affected, and bridge the gap between federal relief and state compliance.
Prerequisites
Before using the checklist, ensure you have:
- A complete list of all entities in your corporate structure, including their formation jurisdiction
- Access to entity registration records showing where each entity is authorized to do business
- Documentation of any foreign-formed entities registered in U.S. states
- Current beneficial ownership information for entities that may still require disclosures
If you lack a centralized entity list with formation jurisdictions, create one now. Compliance gaps often arise from incomplete visibility into your entity structure.
Compliance Checklist
1. Confirm Which Entities Are Foreign Reporting Companies
Requirement: Under the final FinCEN rule, only entities formed under foreign law and registered to do business in a U.S. state or Tribal jurisdiction must still file with FinCEN.
Action: Review your entity list and flag any foreign-formed entity that has registered with a secretary of state or similar office.
What good looks like: You can definitively answer yes or no for every entity in your structure. Foreign-formed entities not registered in the U.S. don't file. U.S.-formed entities don't file, regardless of where they do business.
2. Verify Exemption Status for Foreign Entities
Requirement: Exemption categories under the Corporate Transparency Act continue to apply to foreign reporting companies.
Action: For each foreign-formed entity registered in the U.S., confirm whether it qualifies for an exemption (e.g., registered investment company, bank, credit union, insurance company, accounting firm, public company, or other categories).
What good looks like: You have documented the exemption basis for each foreign entity that doesn't file, rather than assuming registration automatically triggers an obligation.
3. Prepare Foreign Entity Filings With the Correct Scope
Requirement: Foreign reporting companies report only their foreign individual beneficial owners. U.S. person beneficial owners and U.S. person company applicants are excluded.
Action: If you have a foreign reporting company that isn't exempt, prepare its BOI report to include only individuals who are not U.S. persons and who meet the ownership or control threshold.
What good looks like: Your filing excludes U.S. citizens, U.S. residents, and entities formed in the United States. You've documented why each reported individual meets the definition of a beneficial owner.
4. Identify New York LLC Obligations
Requirement: New York's LLC Transparency Act applies only to LLCs formed under foreign law that are authorized to do business in New York.
Action: Flag any foreign-formed LLC registered in New York. Confirm its initial disclosure deadline (January 1, 2027, if authorized before January 1, 2026; within 30 days if authorized after that date).
What good looks like: You know which LLCs owe New York disclosures and when. You've confirmed that LLCs formed in New York or any other U.S. state are exempt, even if they do business across state lines.
5. Review District of Columbia Reporting
Requirement: The District requires beneficial ownership disclosure for anyone holding more than 10% of a governance or distributional interest, or anyone who controls financial, operational, or day-to-day decisions regardless of ownership percentage.
Action: For entities registered in D.C., confirm whether you've disclosed beneficial owners through registration filings and the biennial report. Note that this is a lower threshold than the federal rule used.
What good looks like: Your D.C. filings reflect the 10% threshold and include control-based disclosures even where ownership is below that level. You've calendared the biennial report deadline.
6. Confirm South Dakota Agricultural Land Disclosures
Requirement: SD Statute § 59-11-24 requires entities that own agricultural land in South Dakota to disclose whether they have foreign beneficial owners.
Action: If your organization owns agricultural land in South Dakota, confirm whether you've made the required disclosure and whether any beneficial owners meet the foreign ownership definition.
What good looks like: You can demonstrate compliance for each parcel of agricultural land, and you've flagged this obligation in your compliance calendar for any future acquisitions.
7. Track Bank CDD Requests Separately
Requirement: FinCEN's Customer Due Diligence Rule still requires banks and covered financial institutions to collect beneficial ownership information from legal entity customers.
Action: When opening accounts, respond to CDD requests even though federal BOI reporting has ended. These are separate obligations imposed on the bank, not on your company.
What good looks like: Your team understands that CDD and BOI reporting are distinct requirements. You've prepared standard beneficial ownership documentation to streamline bank onboarding.
8. Monitor Emerging State Requirements
Requirement: Multiple states are considering their own beneficial ownership disclosure rules.
Action: Assign responsibility for tracking proposed legislation in jurisdictions where you operate. Massachusetts has been particularly active.
What good looks like: You have a process for monitoring state legislative developments and a decision framework for when to act on proposed rules versus enacted ones.
9. Document Your No-Action Determination
Requirement: While there's no formal requirement to document why you didn't file, audit readiness depends on it.
Action: For each entity that doesn't file, document the reason (U.S.-formed, exempt category, or not registered to do business).
What good looks like: If a regulator, auditor, or board member asks why a specific entity didn't file, you can produce a written explanation within minutes.
Common Mistakes
- Assuming federal relief extends to states. The FinCEN rule change doesn't affect New York, D.C., or South Dakota requirements. These operate independently.
- Overlooking the New York scope change. Because New York's statute cross-referenced the federal definition, the federal narrowing carried over. But this wasn't automatic, and a decoupling bill was vetoed. U.S.-formed LLCs doing business in New York don't file.
- Confusing CDD with BOI reporting. Your bank will still ask for beneficial ownership information. This isn't a mistake or a gap in the federal rollback. It's a different rule.
- Failing to track foreign-formed entities. If you have subsidiaries formed in Canada, the UK, or elsewhere and registered in U.S. states, they may still owe FinCEN filings. The relief was limited to U.S. companies and U.S. persons.
- Not documenting exemptions. Registration in a U.S. state doesn't automatically trigger a filing obligation for foreign entities. If your foreign subsidiary is an exempt entity type, document it.
Next Steps
Run this checklist against your complete entity list within the next 30 days. For foreign reporting companies, confirm initial filing deadlines and set recurring calendar reminders for updates. For New York LLCs, calendar the January 1, 2027 deadline if applicable. For D.C. entities, confirm your next biennial report date.
If your entity list spans multiple formation jurisdictions and you can't immediately answer which entities owe what, that's your first priority. Compliance gaps in this area rarely stem from regulatory complexity. They stem from incomplete visibility into your own structure.
