For two years, business owners across North Texas have lived with a moving target. The Corporate Transparency Act (CTA) and its beneficial ownership information (BOI) reporting rule went from imminent compliance crisis to nationwide injunction to interim final rule in a span of months. As a Dallas business law attorney can tell you, the question clients ask most often isn’t whether the rules have changed. It’s whether anything still applies to them.
The short answer for most Texas-formed LLCs and corporations: not right now. The longer answer is worth understanding, because the rule isn’t dead, and the legal landscape underneath it keeps shifting.
The Quick History of How We Got Here
Congress passed the CTA in 2021 as part of the National Defense Authorization Act. The premise was straightforward. Anonymous shell companies had become a favored vehicle for money laundering, sanctions evasion, and tax fraud, and the United States lacked a central registry of who actually owns the entities formed under state law. Starting January 1, 2024, the Financial Crimes Enforcement Network (FinCEN) began collecting BOI reports from most LLCs, corporations, and similar entities.
Texas businesses played a central role in unwinding that regime. In December 2024, the Eastern District of Texas issued a nationwide preliminary injunction in Texas Top Cop Shop, Inc. v. Garland, halting enforcement of the reporting requirement. After a few weeks of stays, partial restorations, and emergency appeals, FinCEN paused enforcement again in early 2025.
Where the Rule Stands in 2026
The decisive event came in March 2025, when FinCEN announced it would narrow the BOI Rule. The interim final rule, published March 26, 2025, revised the regulatory definition of “reporting company” to mean only those entities formed under the law of a foreign country that have registered to do business in any U.S. state or Tribal jurisdiction. Entities previously known as “domestic reporting companies” are exempt.
That exemption holds even though the statute itself was upheld on the merits. In December 2025, the Eleventh Circuit decided National Small Business United v. U.S. Department of the Treasury, No. 24-10736, holding that the CTA is a constitutional exercise of Congress’s enumerated power to regulate interstate commerce because it is directed at the ownership and maintenance of corporations. The court also rejected facial Fourth Amendment challenges. The practical effect is a split picture: the law is constitutional, but the current administrative rule limits its reach to foreign-formed entities. FinCEN is expected to issue a final rule in 2026, which may remain narrowly tailored with respect to reportability by domestic entities and persons.
Who Actually Has to File Today
A Texas LLC, corporation, or partnership formed by filing with the Secretary of State has no current BOI obligation. Neither does a Delaware corporation registered to do business in Texas, since both were formed under U.S. state law.
Filing obligations remain in place for foreign-formed entities. That includes:
- Corporations, LLCs, and similar entities formed under the laws of a foreign country (Cayman, BVI, Mexican S. de R.L., and so on) that have registered to do business in Texas or any other U.S. state
- Foreign reporting companies that registered before March 26, 2025, whose deadlines were extended but whose reports are still required
- New foreign registrations, which generally must file within 30 days of registration
This matters for Texas owners with cross-border structures. A family office holding company in the BVI that owns a Dallas real estate portfolio. A Mexican parent with a Texas operating subsidiary. A U.K. founder’s holding entity registered to transact business in Texas. All of those still need to file.
The Texas Angle Most Owners Miss
Texas has not enacted a state-level BOI statute. Other jurisdictions have moved in the opposite direction. The New York Limited Liability Company Transparency Act took effect January 1, 2026, requiring LLCs formed or registered in New York to electronically file annual BOI statements or exemption statements with the New York Department of State. California has advanced its own version. Texas business owners with multistate operations or LLCs formed in other jurisdictions should review the rules of every state where they have entities, not just the state of operation.
A second issue worth flagging is what banks and lenders are asking for. Even with the FinCEN exemption, financial institutions still collect beneficial ownership information under the older Customer Due Diligence Rule. That collection happens at the bank level, not the federal registry level. Owners who think the FinCEN news means their lender will stop asking for ownership certifications are in for a surprise.
What to Do Now
Even without a current filing duty, the compliance hygiene the CTA forced on small businesses is worth keeping. A few concrete steps:
- Audit formation documents, operating agreements, and member or shareholder ledgers so beneficial ownership is documented internally. If the rule is restored or expanded, scrambling later is expensive.
- Identify any foreign entities in your structure and confirm whether they have current filing obligations.
- Track FinCEN’s final rule when it issues. The interim rule could be tightened, loosened, or replaced.
- Watch state legislatures. Texas has not moved on a state BOI law, but other states continue to legislate in this space, and Texas owners with out-of-state entities are exposed.
The penalty structure for noncompliance, while currently academic for domestic entities, is steep. Civil penalties run more than $590 per day of continuing violation (adjusted annually for inflation), and willful violations can trigger criminal exposure. Anyone with foreign-formed entities should treat the deadlines as live.
Talk to a Dallas Business Law Attorney Before the Rules Move Again
The CTA story is not over. A final rule is expected from FinCEN, additional court challenges remain pending, and the political appetite for revisiting the scope of the statute has not gone away. If you own an entity with any foreign component, hold interests in out-of-state LLCs, or want to make sure your governance documents are in order before the next round of changes, a conversation with a Dallas business law attorney is the right starting point. Our firm helps North Texas owners track these developments, file what needs to be filed, and avoid the penalties that come with assuming yesterday’s rule is still today’s rule.
