Corporate Transparency Act deadlines, penalties and a checklist follow the overview. Foreign accounts: see the Bank Secrecy Act and FBAR.
What does the Corporate Transparency Act require?
| Duty | Rule |
|---|---|
| First report | Registered before March 26, 2025: was due April 25, 2025. Later: within 30 calendar days of the earlier of actual notice of registration or the state's first public notice |
| Updates and corrections | Within 30 days of a change, or of learning a report was wrong |
| Report contents | Company name, U.S. address, foreign jurisdiction of formation, first state of registration, EIN or foreign tax ID; for each non-U.S. owner or company applicant, name, birth date, address, ID number and ID image |
| Beneficial owner | Substantial control, or at least 25 percent ownership |
What are the key Corporate Transparency Act deadlines and numbers?
| Item | Amount or date | Year |
|---|---|---|
| Civil penalty, willful violation | Up to $606 a day (statute: $500) | 2025 table; no 2026 table found |
| Criminal penalty, willful violation | Fine up to $10,000, 2 years in prison, or both | Statute, 2026 |
| Correction safe harbor | Voluntary correction within 90 days of filing (not if the filer meant to evade) | Statute, 2026 |
- Original reporting rule takes effect
- Interim rule exempts U.S. companies
- Eleventh Circuit upholds the CTA on its face
- Final rule adopts the exemption
- Supreme Court denies review in two CTA cases
Source: FinCEN, Federal Register, Eleventh Circuit
What has changed, and what is pending?
The final rule, announced August 11 and effective August 14, 2026, also exempts U.S.-person company applicants. FinCEN says it plans to delete data about people it reasonably believes are U.S. persons. See our status update.
The Soil-and-Stamp Sort: a named checklist
- Soil: confirm where the company was formed. A state filing means a U.S. company that does not file.
- Stamp: for a foreign-formed company, check whether it registered with a secretary of state (see foreign qualification in Illinois). No registration means no report.
- Run the exemption list, including the large operating company test.
- Mark each owner with 25 percent or substantial control as a U.S. person or not. Only non-U.S. owners are listed.
- Start the 30-day clock. FinCEN charges nothing to file.
What mistakes recur?
- Treating a foreign-formed company as exempt because its owners are U.S. persons; it still files company details.
- Following 2024 articles that told U.S. companies to file.
- Missing the 30 days after a new registration or an owner change.
- Trusting emailed or phoned penalty notices; FinCEN says its first penalty notices never come that way.
When should you bring in an attorney?
- A foreign-formed company is registering in Illinois and exemptions or substantial control are unclear.
- A FinCEN notice arrives, or an earlier report may have been false.
- A bank's ownership certification conflicts with how you understand the structure.
How can we help?
We handle the U.S. tax, payroll and accounting side of foreign-owned companies, including Form 5472, and work with your attorney, Canadian CPA or Indian CA on ownership questions. See business formation and registrations and cross-border tax services.
Frequently asked questions
Did Congress or the courts end the CTA?
No. The statute stands, and the exemption comes from a rule. The Supreme Court denied review in two cases on October 5, 2026.
Does a foreign company owned only by U.S. citizens file?
Yes, company details only.
What happens to U.S.-person data already filed?
FinCEN says it plans to delete it.
Is there a 2026 penalty figure?
No 2026 table found; $606 is the 2025 figure.
Official sources
- FinCEN: Beneficial Ownership Information reporting
- eCFR: 31 CFR 1010.380, reports of beneficial ownership information
- eCFR: 31 CFR 1010.821, penalty adjustment table
- Federal Register: Beneficial Ownership Information Reporting Requirement Revision, final rule
- Congress.gov: H.R. 425, Repealing Big Brother Overreach Act
This page summarizes public guidance in plain language. If anything here differs from the official source, the official source controls.