Corporate Transparency Act: BOI Reporting for Pennsylvania Businesses
Last updated February 2026
5 min read
✓ Verified Feb. 2026
The Corporate Transparency Act (CTA) was signed into law as part of the National Defense Authorization Act in January 2021. It required most U.S. businesses to report beneficial ownership information (BOI) to the Financial Crimes Enforcement Network (FinCEN), a bureau of the U.S. Treasury Department. The goal was straightforward: create a federal registry of who actually owns and controls companies, to make it harder to use shell companies for money laundering, fraud, and other illicit activity.
If you run a small business in Pennsylvania and spent part of 2024 trying to figure out if you had to file a BOI report, you were not alone. The CTA affected an estimated 32 million entities nationwide. But the enforcement picture has changed dramatically since then.
Current Status (March 2026)
U.S. formed entities (LLCs, corporations, etc.) are currently exempt from BOI reporting under FinCEN's interim final rule. No final rule has been issued, and the regulatory landscape could change. Contact our office for the most current status or check back for updates.
On March 26, 2025, FinCEN published an interim final rule that exempts all U.S.-formed entities from BOI reporting requirements . That means corporations, LLCs, and other entities created by filing documents with a secretary of state (previously called "domestic reporting companies") do not need to file BOI reports with FinCEN. That exemption remains in effect today.
The exemption followed months of legal challenges. Multiple federal courts issued injunctions blocking enforcement of the CTA throughout late 2024 and early 2025. The Treasury Department announced in March 2025 that it would not enforce penalties or fines against U.S. citizens or domestic reporting companies. The interim final rule formalized that position.
The revised rule narrows the definition of "reporting company" to cover only entities formed under the laws of a foreign country that have registered to do business in a U.S. state or tribal jurisdiction. Foreign entities that were already registered had until April 25, 2025 to file. Those registering after March 26, 2025 have 30 days from the date of their U.S. registration.
On December 16, 2025, the U.S. Court of Appeals for the Eleventh Circuit ruled that the CTA is constitutional. In National Small Business United v. U.S. Department of the Treasury , the court reversed an Alabama district court decision that had found the CTA exceeded Congress's enumerated powers. The Eleventh Circuit held that the CTA is a valid exercise of Commerce Clause authority and does not facially violate the Fourth Amendment.
This ruling strengthens the CTA's legal footing and makes it less likely that the statute will be struck down entirely. But it does not, by itself, reinstate domestic BOI reporting. FinCEN's interim final rule still exempts all U.S.-formed entities, and that exemption remains in place regardless of what the Eleventh Circuit decided about the statute's constitutionality.
For Pennsylvania business owners, the practical effect of the ruling right now is zero. But it does mean the CTA is more likely to survive as a law, which matters if a future administration decides to reinstate domestic reporting.
If you formed your LLC, corporation, or other business entity in Pennsylvania (or any other U.S. state), you are currently exempt from BOI reporting. You do not need to file an initial report, and you do not need to update or correct any report you may have already filed.
A few things to keep in mind:
The interim rule has no expiration date, but no final rule has been issued either. FinCEN originally said it intended to finalize the rule by the end of 2025, within the CTA's statutory deadline of January 1, 2026. That deadline passed without a final rule. In a December 2025 court filing, FinCEN acknowledged the delay, citing "various factors, including the recent lapse in appropriations." Rulemaking is expected to continue in 2026, but for now the interim rule and the domestic exemption remain in effect.
State-level transparency laws still apply. Some states have adopted their own beneficial ownership disclosure requirements that operate independently of the federal CTA. New York enacted the NY LLC Transparency Act, which took effect January 1, 2026. The New York Legislature had attempted to broaden the law's scope beyond FinCEN's narrowed definition, but Governor Hochul vetoed those amendments on December 19, 2025, calling the expanded mandate more burdensome than any other state's requirements. As a result, the NY LLCTA applies only to foreign-formed LLCs registered to do business in New York. Pennsylvania has not enacted a comparable state-level transparency law as of this writing.
If you already filed, your data is still with FinCEN, but deletion may be coming. The interim rule does not require FinCEN to delete previously submitted BOI reports. In 2025, FinCEN indicated the agency is working on plans to delete previously submitted domestic entity data, but offered no timeline. Access to the information remains restricted under the CTA's confidentiality provisions.
For context, here is what the law required before the domestic exemption:
A "reporting company" had to file a BOI report identifying each beneficial owner, defined as any individual who either exercised substantial control over the entity or owned or controlled at least 25% of its ownership interests. The report required each beneficial owner's full legal name, date of birth, residential address, and an identifying number from an acceptable identification document (passport, driver's license, or state-issued ID) along with a copy of that document.
Entities created before January 1, 2024, had until January 1, 2025, to file their initial report. Entities created in 2024 had 90 days. Starting January 1, 2025, new entities had 30 days from formation.
The penalties were significant: civil fines of up to $500 per day for a continuing violation, and criminal penalties of up to $10,000 and two years imprisonment for willfully providing false information or willfully failing to report.
Twenty-three categories of entities were exempt, including publicly traded companies, banks, credit unions, insurance companies, registered investment companies, tax-exempt organizations, and "large operating companies" with more than 20 full-time employees, over $5 million in gross receipts, and a physical U.S. office. Most small businesses did not qualify for any of those exemptions.
If you have a Pennsylvania LLC, corporation, or other domestic entity: nothing, for now. The domestic exemption remains in effect. Keep an eye on FinCEN's final rulemaking when it happens, and watch for any state-level legislation that might impose separate disclosure requirements.
If your business involves a foreign-formed entity registered to do business in the U.S., the reporting obligation still applies. Those filings should not be ignored.
If you have questions about how the CTA or any other regulatory requirement affects your business, call 215-949-0888 .
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