Does Your Holding Company Still Have to File a BOI Report?

Under the original Corporate Transparency Act rule, any corporation, LLC, or similar entity created by filing with a state, including a plain holding company with no employees and no operations, counted as a reporting company unless it fit a narrow exemption. FinCEN's interim final rule, issued in March 2025 and finalized in August 2026, redefined what a reporting company is: only entities formed under the law of a foreign country that have registered to do business in a U.S. state now count. A domestic holding company, one formed in Delaware, Nevada, Wyoming, or any other state, is no longer a reporting company at all, regardless of who owns it or what it holds. That single change took the large majority of small business holding structures in the country out of scope.

The exemption follows the entity, not the family of companies around it. If a holding company itself was formed abroad, say as a foreign limited company, and it registered with a state's Secretary of State to do business here, it is a foreign reporting company and still has to file, though it never has to report a U.S. person as a beneficial owner. A domestic holding company with a foreign parent above it stays exempt itself; the exposure sits with the foreign parent, not the domestic entity, and only if that parent separately registered to transact business in the U.S. Multi-tier structures need this check run entity by entity: one foreign-formed member in an otherwise domestic chain doesn't pull the rest of the chain back into scope, and it doesn't exempt itself either.

Run this check entity by entity before you assume the whole structure is clear.

• List every entity in the holding structure with its state or country of formation.
• For any entity formed outside the U.S., check whether it has registered to transact business in a U.S. state; if so, it's a foreign reporting company under the current rule.
• Check whether your state has its own beneficial ownership law, the way New York's LLC Transparency Act does for New York LLCs.
• Write the determination down, with the date and the rule you relied on, and file it in the entity's minute book.
• Set a reminder to re-run this check after any restructuring or rule change, since the CTA's scope has already shifted twice in about a year.

Being outside the federal BOI rule doesn't get a holding company out of ownership questions elsewhere. Banks still ask for beneficial ownership information under their own anti-money-laundering rules when you open an account. Buyers and their counsel still ask for a clean ownership chart in diligence. And if the rule's scope moves again, whoever built the ownership schedule the first time around usually has an easier second pass than whoever starts from scratch. Keep the ownership percentages, the formation documents, and any signed certifications you already collected from beneficial owners in one place, even for entities that no longer have to file anything.

If any entity in your structure turns out to be a foreign reporting company, you'll still need signed certifications from its beneficial owners confirming their identifying information before you file. Chasing that paperwork by email across different countries and time zones is where most of the delay in a BOI filing actually happens, not the filing itself. An e-signature tool can let each owner sign and return a certification from wherever they are instead of printing, scanning, and re-sending a document.