Do You Need a BOI Report to Dissolve Your LLC?

As of 2026, US-formed LLCs and their owners are exempt from filing a Beneficial Ownership Information (BOI) report with FinCEN, so you do not need a BOI report to dissolve your LLC. This is a reversal from 2024. The Corporate Transparency Act that created BOI reporting is still on the books and a final rule is expected, but right now the only entities that must report are foreign companies registered to do business in the US. A few states have also passed their own versions, which is the part most people miss.

The BOI rules have whipsawed enough that a lot of LLC owners are not sure what applies to them, especially when they are trying to close a business. Prodezk, the company behind DissolveMyLLC, tracks these filing requirements across 15,000+ businesses. Here is exactly where things stand and what it means when you dissolve.

Do You Have to File a BOI Report in 2026?

For a US-formed LLC, no. In March 2025, FinCEN issued an interim final rule that removed the BOI reporting requirement for entities created in the United States and for US persons. It narrowed the definition of a "reporting company" to foreign companies that registered to do business in a US state or tribal jurisdiction. If your LLC was formed in any US state, you are currently exempt from the federal BOI filing.

As of 2026, US-formed LLCs do not file a federal BOI report. FinCEN's March 2025 interim final rule exempts domestic companies and US persons. Only foreign companies registered to do business in the US still report federally.

Does Dissolving Your LLC Trigger a BOI Report?

No. Because US LLCs are exempt right now, there is no BOI filing to make when you wind the company down, and dissolution does not create one. You simply follow the normal closure steps: settle debts, file your final tax returns, close your EIN, and file your Articles of Dissolution or Cancellation with the state. If the federal exemption were ever reversed, a dissolving company would close out its reporting obligations as part of winding up, but that is not the requirement today.

Who Still Has to File a BOI Report?

Two groups should pay attention even in 2026:

• Foreign companies that registered to do business in a US state. These "foreign reporting companies" remain covered by the federal BOI rule and have their own deadlines.
• Owners in states with their own transparency laws. New York's LLC Transparency Act, for example, creates a state-level beneficial-ownership filing that is separate from the federal rule, so a New York LLC can owe a state BOI even while exempt federally.

The federal exemption does not cover everyone. Foreign companies registered in the US still file BOI with FinCEN, and states like New York have passed their own LLC transparency acts that apply regardless of the federal status.

Could the Rules Change Again?

Yes, and this is the honest part. The interim final rule is not a repeal. The Corporate Transparency Act itself is still law, federal appeals courts have upheld its constitutionality, and FinCEN is expected to issue a final rule. The current domestic exemption could be kept, narrowed, or changed when that final rule lands. If you are closing an LLC now, the practical answer is that you owe no federal BOI report today, but it is worth confirming the status at the time you file rather than assuming last year's rules.

DissolveMyLLC, powered by Prodezk, handles LLC dissolution across all 50 states for $99 to $599 and keeps current on filing requirements like this one so you do not have to chase down every rule change. Prodezk has served 15,000+ businesses over more than 24 years. The goal is simple: close your LLC correctly under the rules that actually apply on the day you file, federal and state.