BOI Reporting for Foreign-Owned US Companies (2026)

Overview: what changed in 2025

Under FinCEN's interim final rule issued in March 2025, companies formed in the United States are exempt from the federal Corporate Transparency Act (CTA) beneficial ownership information (BOI) report. Only foreign-formed entities registered to do business in a US state must still file, generally within 30 days of their registration. The rule is interim: a final rule is pending and could change the scope again.

The CTA, enacted in 2021, originally required tens of millions of US companies to tell FinCEN who ultimately owns or controls them, starting in 2024. After a wave of litigation and policy reversals, the March 2025 interim final rule rewrote the definition of "reporting company" so that it now captures only entities formed under the law of a foreign country that have registered with a US secretary of state (or similar office) to do business here.

For the international founders we work with, that means the question is no longer "does my LLC have owners who are not US citizens?" It is simply: where was the entity formed? The official rule text and filing portal live at fincen.gov/boi.

Who still files a federal BOI report

The CTA's 23 categories of exempt entities (banks, public companies, large operating companies, and others) continue to apply on top of this framework, but for small international founders the formed-in-the-US question resolves nearly every case.

US-formed companies: exempt for now

The classic non-resident founder setup, a Wyoming, Delaware, or New Mexico LLC owned from abroad, is a domestic (US-formed) entity. Under the interim final rule it files no federal BOI report, even though its owner is not a US person and even though this exact profile was squarely covered by the original 2024 regime.

Exempt does not mean invisible. States still collect registered agent and annual report information, banks still run their own beneficial ownership checks when you open an account, and the IRS still requires its own ownership disclosure on Form 5472 (more below). If you are still choosing a state and structure, start with our business formation service, which bundles the state filing with the federal tax registrations the BOI rules never touched.

Foreign companies registered in a US state

The regime now aims squarely at foreign-formed entities that qualify to do business in a US state. If your Turkish, UK, or UAE company files a certificate of authority (foreign qualification) with a state, it becomes a reporting company on the day that registration is effective, and the BOI report is due within 30 days.

• The report identifies the company's beneficial owners: the individuals who ultimately own or control it, with names, dates of birth, addresses, and an identifying document
• Reports are filed electronically through FinCEN's BOI e-filing portal; there is no filing fee
• The information is not public: FinCEN shares it with authorized government agencies and, in defined cases, financial institutions
• Changes to previously reported information must be updated within 30 days of the change

One structural note for cross-border groups: expanding into the US through a newly formed US subsidiary currently lands in the exempt column, while registering the foreign parent itself in a state creates a filing obligation. That should never be the only factor in the branch-versus-subsidiary decision (the tax consequences are far larger), but it is worth knowing before you file paperwork. A 30-day clock is easy to miss while you are also setting up banking, an EIN, and state accounts; our tax deadline calendar helps you see the whole first-year picture in one place.

Penalties for willful violations

The CTA's teeth apply to willful conduct: willfully failing to file, willfully filing false information, or willfully failing to update a report.

In 2025 announcements accompanying the rule changes, FinCEN signaled that enforcement priorities center on foreign reporting companies rather than US-formed ones. Priorities are not law, though: if your entity is within the rule's scope, file, and if you discover a missed or wrong filing, correct it quickly rather than waiting to be found.

New York's separate LLC Transparency Act

Whatever happens federally, states can run their own disclosure regimes, and New York already does. The New York LLC Transparency Act, effective in 2026, requires LLCs formed in New York or registered to do business in New York to disclose their beneficial owners to the state.

• It borrows the federal CTA's definitions and exemption categories, but it is a separate state filing with its own deadlines
• LLCs that qualify for an exemption do not simply skip it: they file an attestation of exemption identifying the exemption they rely on
• It applies to New York-formed LLCs even though those are US-formed entities currently exempt from the federal report

The practical takeaway for founders comparing states: forming in Wyoming or New Mexico currently means no federal BOI report and no state equivalent, while touching New York adds a state-level disclosure. Other states have considered similar bills, so this layer of the analysis will keep moving.

BOI is not a tax filing

BOI reporting is a FinCEN transparency measure. It has no effect on your tax obligations in either direction, and the 2025 exemption for US-formed companies did not repeal a single tax form. For a typical foreign-owned single-member LLC, the annual compliance stack still includes:

We have met founders who read a "BOI is dead" headline and concluded their LLC had no US filings at all. The opposite risk is real too: a foreign company registered in a state that dutifully files its tax returns but never heard of the 30-day FinCEN clock. Treat the two systems as parallel tracks, each with its own calendar.

Frequently asked questions