Who Must Report Under the Corporate Transparency Act?
Under 31 U.S.C. 5336, any entity created by filing with a Secretary of State was previously classified as a Reporting Company unless it met one of 23 exemptions. As of the Aug 14, 2026 final rule, all U.S.-formed entities — including every Delaware domestic C-Corp and LLC — are categorically exempt and file nothing. Only foreign reporting companies remain covered.
Practical result for Delaware founders: if your company was formed in Delaware (or any U.S. state), you have no BOI filing obligation. U.S. persons need not provide BOI to any reporting company and need not update previously issued FinCEN IDs. The 23 legacy exemptions below now matter only for edge-case foreign registrants.
Civil & Criminal Non-Compliance Penalties
- Civil Fines (covered foreign filers only): Up to $606 per day (Jan 2025 inflation adjustment, 31 CFR 1010.821) for each day the failure continues. U.S. companies face no BOI penalties because they have no filing duty.
- Criminal Liability: Up to $10,000 in criminal fines and/or up to 2 years imprisonment for willful failure to report or providing false information.
Mandatory BOI Filing Timelines (foreign registrants only)
Final rule effective Aug 14, 2026. No initial report, no updates, no FinCEN ID maintenance.
Of U.S. registration (pre-existing registrants got 30 days from Mar 26, 2025 publication). Report only non-U.S.-person owners; updates within 30 days of a change.