Remember the federal form most LLCs in America were told to file by January 1, 2025? The beneficial ownership report. The one that wanted your driver’s license or passport. The one the scam letters were about.
Your Minnesota LLC doesn’t have to file it. That’s been true since March 2025, and on August 14, 2026, FinCEN made it permanent with a final rule.
The statute that created the requirement, the Corporate Transparency Act, didn’t change a word. Congress never repealed it. A federal appeals court upheld it, and on October 5, 2026, the Supreme Court declined to hear the challengers’ appeal. Your LLC is off the hook because of a regulation. A regulation is something an agency wrote, and an agency can write another one.
So does my Minnesota LLC have to file a BOI report?
No. Under FinCEN’s regulation as it stands today, “reporting company” means only an entity that is:
(A) A corporation, limited liability company, or other entity;
(B) Formed under the law of a foreign country; and
(C) Registered to do business in any State or tribal jurisdiction by the filing of a document with a secretary of state or any similar office under the law of that State or Indian tribe.
— 31 C.F.R. § 1010.380(c)(1)(ii)
“Foreign” there means a foreign country, not another state. And in case anybody missed the point, the same rule then lists a “Domestic entity” among the exemptions: any corporation, LLC, or other entity “Created by the filing of a document with a secretary of state or any similar office under the law of a State or Indian tribe.” 31 C.F.R. § 1010.380(c)(2)(xxiv).
A Minnesota LLC is created by filing articles with the Minnesota Secretary of State. So is a Delaware LLC with the Delaware Secretary of State. Neither files. And the exemption turns on where the company was formed, not who owns it. A Minnesota LLC owned entirely by a Canadian is still a domestic entity.
FinCEN’s own BOI page puts it in one line: “U.S. companies are exempt from BOI reporting requirements and therefore, are no longer required to file BOI reports.”
How did we get here?
Four years to build. About four months to take apart.
Congress enacted the CTA on January 1, 2021, inside a defense authorization bill, as part of the Anti-Money Laundering Act of 2020. FinCEN wrote the rules. A company that existed before January 1, 2024 got a January 1, 2025 deadline, and a lot of small-business owners spent the fall of 2024 learning what a “company applicant” was.
Then the courts got involved. On December 3, 2024, a federal court in the Eastern District of Texas preliminarily enjoined enforcement of the CTA nationwide and stayed the rule’s deadlines, and it amended that order two days later. On January 23, 2025, the Supreme Court stayed the amended order pending the government’s appeal to the Fifth Circuit. A second Texas court had entered its own order in a different case on January 7, 2025, and it stayed that order on February 17. FinCEN pushed the deadline for most companies to March 21, 2025. For a few months, whether you had a federal filing deadline depended on which Texas courtroom you were watching.
Then Treasury pulled the plug itself. On March 2, 2025, it announced it was suspending enforcement of the CTA against U.S. citizens, domestic reporting companies, and their beneficial owners. On March 26, FinCEN published an interim final rule doing exactly that, effective the same day. And on August 14, 2026, it published the final rule, 91 Fed. Reg. 52508, which adopts the March 2025 rule “as final with the following changes.” The rule’s own dates line is one sentence: “This rule is effective August 14, 2026.”
The changes went further in the same direction. A reporting company now doesn’t report the information of “any United States persons who are beneficial owners or company applicants.” § 1010.380(b)(5)(i). And a U.S. person who got a FinCEN identifier no longer has to keep it updated; that duty now falls only on an individual “that has obtained a FinCEN identifier and is not a United States person”. § 1010.380(b)(4)(iii)(A).
When FinCEN wrote the original rule in 2022, it estimated 32,556,929 reporting companies. In the 2026 final rule, it estimates about 28,000 foreign ones. By the end of 2025, it had about 13,000 foreign-company reports in hand. That’s a federal database designed for 32 million filers, now aimed at fewer than one in a thousand of them.
The statute didn’t change. The rule did.
Here’s the CTA’s own definition of a reporting company, still in the U.S. Code:
(A) means a corporation, limited liability company, or other similar entity that is—
(i) created by the filing of a document with a secretary of state or a similar office under the law of a State or Indian Tribe; or
(ii) formed under the law of a foreign country and registered to do business in the United States by the filing of a document with a secretary of state or a similar office under the laws of a State or Indian Tribe;
— 31 U.S.C. § 5336(a)(11)(A)
Clause (i) is your Minnesota LLC. Congress put it in. FinCEN took it out by using an exemption Congress also wrote: the Secretary of the Treasury, “with the written concurrence of the Attorney General and the Secretary of Homeland Security,” may exempt by regulation any “entity or class of entities” if requiring their ownership information “would not serve the public interest” and would not be highly useful to national security, intelligence, and law enforcement efforts against money laundering and other crimes. 31 U.S.C. § 5336(a)(11)(B)(xxiv). The final rule says the March 2025 rule excluded domestic entities under exactly that authority.
So the statute’s penalties are still in the statute, too: a civil penalty of not more than $500 for each day a willful reporting violation continues, and a fine of not more than $10,000, imprisonment for not more than two years, or both. § 5336(h)(1), (h)(3)(A). They just don’t reach a company the regulation exempts.
And the constitutional fight that started all this went the government’s way. On December 16, 2025, the Eleventh Circuit reversed an Alabama district court that had held the CTA unconstitutional. The panel held that “by effectively prohibiting anonymous business dealings, the CTA facially regulates economic activities having a substantial aggregate impact on interstate commerce”, and that the CTA doesn’t facially violate the Fourth Amendment. National Small Business United v. U.S. Department of the Treasury, No. 24-10736, slip op. at 2–3 (11th Cir. Dec. 16, 2025). Both sides agreed the 2025 rule didn’t make that case moot. The Supreme Court denied certiorari on October 5, 2026. No. 25-1201.
Add it up. Congress passed it. A circuit court upheld it. Treasury switched it off. The off switch is the only one of those three that a future Treasury can flip back by itself. Some of the people who commented on the March 2025 rule saw that coming: FinCEN reports that they hoped Congress would adopt the rule as legislation “in order to ensure FinCEN could not later reinstate reporting requirements for U.S. companies.” It hasn’t.
I don’t know whether anyone will flip it back. Nobody does. But “permanent” in a press release about a regulation means something different from repealed.
Who still has to file?
A company formed under the law of a foreign country that has registered to do business in a state. Think of an Ontario corporation that filed with the Minnesota Secretary of State to operate here. Under the March 2025 rule, a foreign company that became a reporting company before March 26, 2025 had to report no later than April 25, 2025. One that becomes a reporting company on or after that date has 30 calendar days from the earlier of actual notice that it’s registered or the state’s first public notice of the registration. § 1010.380(a)(1)(i)–(ii). Even that company leaves its American owners off the report. § 1010.380(b)(5).
And the regulation keeps its long list of other exemptions, from banks to large operating companies. § 1010.380(c)(2). If you’re advising a foreign company with a Minnesota registration, that list matters. For a Minnesota LLC, none of it does.
What happens to the report I already filed?
FinCEN says it’ll delete it. Eventually, and without telling you.
The final rule says FinCEN “anticipates” working with the National Archives on a process to delete information about individuals who reported an identifying document FinCEN reasonably believes came from a U.S. person, like a U.S. passport or driver’s license. You don’t have to ask. You also won’t hear back: FinCEN “does not intend to provide any acknowledgement or confirmation of the deletion of a U.S. company or U.S. person’s BOI.” It plans one sweep, not a recurring one, and “FinCEN will provide notice to the public on its website when it has completed the deletion process.”
Two catches. That’s a plan described in a preamble, not a deadline in the regulation. And it’s one-time: if U.S. information shows up in a filing made after February 10, 2027, FinCEN doesn’t anticipate deleting it. So if somebody’s still sending in voluntary reports for a Minnesota company, stop.
Minnesota never asked who owns your LLC
Here’s what the state actually collects. To form an LLC, the articles of organization must state the company’s name, its registered office address (and agent, if it has one), and “the name and street address of each organizer.” Minn. Stat. § 322C.0201, subd. 2. File that with $135 and you’ve got an LLC. Subd. 4(a). The organizer doesn’t even have to be an owner: forming the company “does not by itself cause any person to become a member.” Subd. 4(c).
Then once a year, by December 31, the company files a free annual renewal. § 322C.0208(b). The contents are set by § 5.34(a): names, the registered office and agent, the principal executive office, an email address, and “the name and business address of the officer or other person exercising the principal functions of the president of a nonprofit corporation, manager of a limited liability company, or chief executive officer of a corporation or cooperative”. That’s one manager’s name. Not a single word about members, owners, or percentages. What happens when you skip the renewal, and the $25 fix, is at /news/minnesota-llc-annual-renewal-and-reinstatement/.
And Minnesota hasn’t filled the gap the federal rule left. I read chapter 322C’s table of contents front to back and the statute on what a renewal must contain. There’s no state ownership filing in either, and the Revisor shows no 2026 changes to chapter 322C. If you want the whole formation-to-renewal sequence for a new company, it’s at /news/minnesota-small-business-startup-checklist/.
Who can sign for the company isn’t on the public record either, unless the company files an optional statement of authority, and I rarely see one. I wrote about it at /news/minnesota-llc-statement-of-authority/. The other routine filing, the certificate of assumed name for a company doing business under a different name, has its own trap, which is at /news/minnesota-assumed-name-333/.
Your bank is still going to ask
The CTA filing is gone. The bank’s form isn’t.
A separate FinCEN regulation, the customer due diligence rule, requires banks and other covered financial institutions to identify and verify the beneficial owners of a legal-entity customer when it opens a new account, unless the customer or the account is excluded or exempted. 31 C.F.R. § 1010.230(b). “Beneficial owner” there means each individual who owns 25 percent or more of the equity, plus a single individual with significant responsibility to control, manage, or direct the company. § 1010.230(d). FinCEN’s August 2026 rule left that alone, saying the two rules “serve different purposes and arise under different legal authorities.” So when you open the operating account for your new LLC, expect the ownership form. That’s the bank’s rule, not the CTA’s.
And if a letter shows up demanding a BOI filing for your Minnesota LLC, with a fee attached, read it twice. FinCEN’s own site warns that correspondence referencing a “Form 4022” or a “Form 5102” is fraudulent, because FinCEN has no such forms. It also says “There is NO fee to file BOI directly with FinCEN.” For a Minnesota company the filing isn’t required at all now. Anybody charging you for it is selling you nothing.
The filing’s gone. The law’s still there. Those aren’t the same thing.
Madgett Law, LLC
Madgett Law, LLC does formation and corporate work for Minnesota companies, from forming the company and its founder and employee agreements to the documents investors ask for in diligence. More on that work is on our venture capital advising page. If you’re forming a company, or trying to figure out what an old filing still means for one, send us a message.
Sources: 31 U.S.C. § 5336(a)(11)(A) (reporting company defined), (a)(11)(B)(xxiv) (exemption authority; concurrence of Attorney General and Secretary of Homeland Security), (h)(1), (h)(3)(A) (reporting violations; civil and criminal penalties), law.cornell.edu/uscode/text/31/5336. FinCEN, Beneficial Ownership Information Reporting Requirement Revision and Deadline Extension, 90 Fed. Reg. 13688 (Mar. 26, 2025) (interim final rule). FinCEN, Beneficial Ownership Information Reporting Requirement Revision, 91 Fed. Reg. 52508 (Aug. 14, 2026) (final rule; effective date; background and litigation history, including Texas Top Cop Shop, Inc. v. Garland, No. 4:24-cv-00478 (E.D. Tex.), Smith v. U.S. Dep’t of the Treasury (E.D. Tex.), and Treasury’s March 2, 2025 announcement; regulatory impact analysis population estimates; deletion of U.S.-person BOI; Customer Due Diligence Rule). 31 C.F.R. § 1010.380(a)(1)(i)–(ii) (foreign reporting company deadlines), (b)(4)(iii)(A) (FinCEN identifier updates), (b)(5) (special exemptions for U.S. persons), (c)(1)(ii) (reporting company defined), (c)(2) (exemptions), (c)(2)(xxiv) (domestic entity exemption) (eCFR, current as of Oct. 15, 2026). 31 C.F.R. § 1010.230(b), (d) (customer due diligence; beneficial owner defined). McHenry v. Texas Top Cop Shop, Inc., No. 24A653 (U.S. Jan. 23, 2025) (order granting stay). National Small Business United v. U.S. Department of the Treasury, No. 24-10736, slip op. at 2–3, 5 n.1 (11th Cir. Dec. 16, 2025), cert. denied sub nom. National Small Business United v. Bessent, No. 25-1201 (U.S. Oct. 5, 2026). FinCEN, Beneficial Ownership Information, fincen.gov/boi (final rule notice; fraudulent-correspondence alert; no filing fee). Minn. Stat. § 322C.0201, subds. 2, 4(a), 4(c) (articles of organization; formation on filing and payment; formation does not itself make anyone a member); § 322C.0208(b) (annual renewal); § 5.34(a) (annual renewal contents). This article is general commentary on federal and Minnesota law. It is not legal advice, it does not create an attorney–client relationship, and no particular outcome is promised or implied.