BOI Reporting in 2026: Does Your Mainland China or Hong Kong Company Still Need to File?

The beneficial ownership (BOI) rules changed again in August 2026, and the answer now depends on where your company was formed. A company formed in China, Hong Kong or another foreign country that registered to do business in a U.S. state is generally still a reporting company. A corporation or LLC formed in a U.S. state, such as Delaware or California, is generally exempt, even when a Chinese parent owns it.

By COOP Tax & Accounting, LLP · Published: 2026-10-09

Short answer Key facts and figures What the final rule did Who is a reporting company now Illustrative scenarios (illustrative facts)A compliance checklist for foreign-registered entities FAQs

Short answer

If your company was formed in China, Hong Kong or another foreign country and has registered with the California Secretary of State (or any other state) to do business, it is generally still a BOI "reporting company". If your U.S. business is a corporation or LLC formed in a U.S. state, such as Delaware or California, it is generally exempt, even if a Chinese parent owns it.

Key facts and figures

FinCEN's final rule, published August 14, 2026 and effective that day, makes permanent the exemption for U.S. companies (91 FR 52508).
Only entities formed under foreign law and registered to do business in a U.S. state still report, unless exempt (FinCEN).
New registrants have 30 calendar days from the earlier of actual notice that the entity is registered or the secretary of state's first public notice (31 CFR 1010.380(a)(1)).
U.S. person owners and U.S. person company applicants are not reported. Non-U.S. company applicants are still reported for entities registered on or after January 1, 2024 (FinCEN, 31 CFR 1010.380).

What the final rule did

The interim final rule of March 26, 2025 narrowed "reporting company" to foreign entities. The final rule adopts it with limited changes and expands relief for U.S. persons (Final rule). Under the final rule (FinCEN):

U.S. companies are exempt and no longer file BOI reports.
Reporting companies do not report U.S. person beneficial owners or U.S. person company applicants.
U.S. persons with a FinCEN ID need not update it.
Non-U.S. company applicants are still reported: the individual who files the state registration document, and anyone primarily responsible for directing that filing, when the entity registered on or after January 1, 2024. A foreign entity whose owners are all U.S. persons still files a report, just without owner details.

Here "U.S. person" follows IRC §7701(a)(30), meaning a U.S. citizen or resident (or a domestic entity); a "non-U.S. person" is anyone else. "Permanent" describes the current rule; future rulemaking, legislation or litigation could change it.

The penalty provisions continue to apply to foreign reporting companies and foreign persons (Final rule). Civil penalties apply only to willful violations, up to $606 per day under FinCEN's inflation adjustment (31 CFR 1010.821; FinCEN's FAQ still shows the earlier $591), adjusted annually. Criminal penalties for willful violations can reach two years in prison and a $10,000 fine (FinCEN FAQ).

Who is a reporting company now

A reporting company is an entity formed under the law of a foreign country that has registered to do business in any U.S. state or tribal jurisdiction by filing a document with a secretary of state or similar office (FinCEN). In California, a foreign-country corporation registers by filing a Statement and Designation by Foreign Corporation, while a foreign-country LLC files a different document, a Registration for an Out-of-State LLC (CA Secretary of State).

This guide is about new registrants. An entity that registered to do business before March 26, 2025 was due to file by April 25, 2025, and the final rule left that timing unchanged (31 CFR 1010.380(a)(1)(ii)). If such an entity has not filed, it is late, and it should file now and talk to counsel about its facts.

Watch the vocabulary. California uses "foreign" for any out-of-state entity, including a Delaware corporation. FinCEN uses it only for entities formed under another country's law.

Exempt from BOI does not mean nothing is disclosed. Banks' customer due diligence rule (31 CFR 1010.230) still requires a bank to collect owner information from legal entity customers, so a Chinese-owned Delaware subsidiary will generally still identify its owners to its bank.

Illustrative scenarios (illustrative facts)

Scenario	BOI report?
A. A Shenzhen company opens a California branch office and registers with the California Secretary of State.	Generally yes, within 30 days of the earlier of actual or public notice of registration; report its non-U.S. beneficial owners and any non-U.S. company applicant.
B. The same Shenzhen company instead forms a Delaware subsidiary and registers it in California.	Generally no. The Delaware subsidiary is a U.S. company.
C. A Hong Kong company sells to U.S. customers online and has not registered in any state.	Generally no BOI report, because registration is the trigger. Whether it should register in a state is a separate legal question.
D. A Cayman company registered in California is owned 60% by a U.S. citizen and 40% by a non-U.S. person who lives in Beijing.	Generally yes; report the non-U.S. owner (and any non-U.S. person with substantial control or who filed the registration), but not the U.S. citizen.

A beneficial owner is an individual who directly or indirectly exercises substantial control or owns or controls at least 25% of the ownership interests (FinCEN FAQ).

A compliance checklist for foreign-registered entities

Confirm the place of formation from the charter, not the letterhead.
List every U.S. state registration and its effective date.
Check the exemptions (for example, large operating companies) with counsel.
Identify non-U.S. beneficial owners and anyone with substantial control, plus the company applicant (who filed the registration); collect ID documents. A non-U.S. company applicant is reported if the entity registered on or after January 1, 2024.
File within 30 days of the earlier of actual notice or the state's first public notice of a new registration, and update within 30 days of changes. If the entity registered before March 26, 2025 and never filed, file now.
Keep California filings current too: the Statement of Information (yearly for corporations, every two years for LLCs) and the $800 minimum franchise tax, which applies to corporations and, as the annual LLC tax, to LLCs doing business in California (FTB corporations, FTB LLCs). Have your CPA confirm the first-year timing.

Choosing between a branch and a subsidiary has tax consequences as well. See our foreign-owned U.S. entity guide on Form 5472, and the year-end close checklist for foreign-owned subsidiaries.

Frequently asked questions

Do U.S. companies still file BOI reports?

No. Under FinCEN's final rule, effective August 14, 2026, U.S. companies are exempt and no longer required to file BOI reports (FinCEN, 91 FR 52508).

Which foreign companies must report?

Entities formed under the law of a foreign country that have registered to do business in a U.S. state or tribal jurisdiction by filing with a secretary of state or similar office, unless an exemption applies (FinCEN).

What is the deadline for a newly registered foreign company?

30 calendar days from the earlier of actual notice that it is registered or the state's first public notice. The final rule kept this timing unchanged (31 CFR 1010.380(a)(1)).

Do we report U.S. citizen or green card holder owners?

No. Reporting companies do not report U.S. person beneficial owners or U.S. person company applicants. A non-U.S. company applicant is still reported (FinCEN, 31 CFR 1010.380).

Our Chinese parent owns a Delaware subsidiary registered in California. Does the subsidiary report?

Generally no. A Delaware company is a U.S. company for BOI purposes, even though California calls it a foreign (out-of-state) corporation, and U.S. companies are exempt (FinCEN, CA SOS).

Talk it through

If you would like help confirming which of your group entities report and coordinating with counsel, you are welcome to book a consultation. See our foreign-owned U.S. business services.

Primary sources

Sources and last verified: Oct 15, 2026. FinCEN BOI page (alert updated Aug 11, 2026); FinCEN BOI FAQs (penalty answer updated Apr 18, 2024); Federal Register 91 FR 52508 (Aug 14, 2026); 31 CFR 1010.380 and 1010.821 (eCFR); California Secretary of State business entity FAQs; FTB corporation and LLC pages.

General information, not legal or tax advice. BOI is a non-tax legal requirement; please confirm your obligations with an attorney. Results depend on your facts, and rules can change.