Corporate Transparency Act: does your company file?
The CTA asks some companies to tell FinCEN who owns them. After a 2025 interim rule and a 2026 final rule, most U.S. small businesses do not file. Here is who still does.
Prepared by Prem Tax and Accounting Corp. Last checked against official sources on October 29, 2026.
A 2021 federal law, the Corporate Transparency Act (CTA), asks some companies to tell FinCEN, a Treasury bureau, who owns them. That report is beneficial ownership information (BOI). Companies created in the United States no longer file. The official text is 31 U.S.C. 5336 and 31 CFR 1010.380. Our Birthplace-First Filter shows who is left.
- A company created by a state filing, such as any Illinois LLC, does not file BOI reports, even with owners abroad.
- A March 26, 2025 interim rule began this; a final rule made it permanent August 14, 2026.
- A company formed abroad and registered in a U.S. state may still file, unless an exemption applies. A new registrant has 30 calendar days.
- Willful violations carry a civil penalty of up to $606 a day (2025 figure), and a criminal fine of up to $10,000, a prison term of 2 years, or both.
Who it covers
| Company | Files? | Note |
|---|---|---|
| Illinois LLC, corporation or LP | No | Exempt even with non-U.S. owners |
| Formed abroad, registered in a U.S. state | Yes, unless an exemption applies | Example: an Indian company registered in Illinois |
| Same, all owners U.S. persons | Company details only | Details of U.S.-person owners and applicants are left out |
| Large operating company | No | More than 20 full-time U.S. employees, plus a U.S. office and U.S.-source receipts over $5,000,000 |
The numbers
| Item | Figure or date | Year |
|---|---|---|
| Willful civil penalty | $606 a day at most (the statute says $500) | 2025; none yet for 2026 |
| Criminal penalty | Fine of up to $10,000, prison for 2 years, or both | Statute |
| New foreign registrant | 30 calendar days | 2026 |
- U.S. companies exempted by interim rule
- Eleventh Circuit: the law is upheld on its face
- Effective date of the final rule
- Supreme Court denies review of two cases
Source: Federal Register and court dockets
Our checklist
The Birthplace-First Filter:
- Birthplace: created by a state or tribal filing? Then exempt.
- Foreign law: formed abroad, then registered in a U.S. state? Keep going.
- Exemptions: check the list, including the large operating company test.
- Owners: 25 percent owners and people with substantial control. U.S. persons are left out.
- Clock: 30 calendar days for a registration, change or correction.
Mistakes people make
- Following 2024 or early 2025 advice that U.S. companies had to file.
- Believing a company formed abroad is exempt just because its owners are U.S. persons. Company details are still filed.
- Paying a website or answering a penalty email. Filing is free, and FinCEN sends no first penalty notices by email or phone.
Call an attorney if exemptions or ownership are unclear or FinCEN sends a notice. We are a CPA firm, not a law firm.
Common questions
Does my Illinois LLC file a BOI report?
No. Companies created by a state filing are exempt. See our [Illinois LLC page](/small-business-laws/illinois/llc-act/).
Is the CTA still law?
Yes. On December 16, 2025 the Eleventh Circuit upheld it on its face, and on October 5, 2026 the Supreme Court denied review of two cases.
Our company is formed in India and registered in Illinois. Now what?
It files company details but leaves out U.S.-person owners. Non-U.S. owners are reported. See our [India guide](/indian-cpa/).
Official sources
- FinCEN: Beneficial Ownership Information Reporting
- Federal Register: Beneficial Ownership Information Reporting Requirement Revision, final rule (August 14, 2026)
- eCFR: 31 CFR 1010.380, reports of beneficial ownership information
- eCFR: 31 CFR 1010.821, penalty adjustment table
- Congress.gov: H.R. 425
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