BOI Reporting for Foreign-Owned US Companies (2026)
The federal beneficial ownership reporting regime changed dramatically in March 2025, and FinCEN made the change permanent in August 2026: US-formed companies are out, and foreign-formed companies registered in a US state are still in. Here is where the rules stand for 2026, what New York added on top, and the tax filings the BOI exemption does not touch.
Overview: where the rule landed
Companies formed in the United States are exempt from the federal Corporate Transparency Act (CTA) beneficial ownership information (BOI) report, and that exemption is now permanent. FinCEN announced the final rule on August 11, 2026, effective August 14, 2026. Only foreign-formed entities registered to do business in a US state must still file, generally within 30 days of their registration, and they do not report beneficial owners or company applicants who are US persons.
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 captured 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. The August 2026 final rule adopted that interim rule with certain limited changes, both of which expand the relief: a foreign reporting company need not report US-person company applicants, and US persons need not update or correct information already submitted for a FinCEN identifier.
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
Currently exempt (federal)
- LLCs and corporations formed in any US state (Wyoming, Delaware, New Mexico, Florida, and the rest)
- US-formed entities regardless of who owns them, including 100% non-US owners
- US-formed entities that previously filed a BOI report under the 2024 rules
Still must file (federal)
- Companies formed under foreign law (a Turkish A.S. or Ltd. Sti., a UK Ltd, a UAE FZ-LLC, and so on) that register to do business in a US state
- Foreign entities that complete a new US state registration: the report is due within 30 days
- Previously registered foreign entities that had a filing obligation under the 2025 transition deadlines
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: permanently exempt
The classic non-resident founder setup, a Wyoming, Delaware, or New Mexico LLC owned from abroad, is a domestic (US-formed) entity. 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.
This is settled, but the rest of your file is not. The exemption no longer needs watching: the August 2026 final rule made it permanent. What still needs a calendar reminder is everything BOI never covered, starting with the Form 5472 filing below, which carries a $25,000 penalty and is the obligation non-resident founders most often miss once they hear the words "no longer required to report."
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.
- Civil penalty: a per-day amount, adjusted for inflation, of $606 per day (the January 2025 adjustment, which remains current; the statutory base is $500) for each day the violation continues.
- Criminal exposure: willful violations can also bring criminal fines and imprisonment of up to two years.
- Safe harbor: the 90 days run from the date the inaccurate report was submitted, not from the original filing deadline, and the protection is lost only if, at the time of filing, the person both acted to evade the reporting requirements and had actual knowledge that the report was inaccurate.
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 has one. The New York LLC Transparency Act took effect January 1, 2026, but its reach is much narrower than the headlines suggested. Because the act borrows the federal "reporting company" definition, and because Governor Hochul vetoed the amendment (S8432) that would have broadened it on December 19, 2025, it now applies only to LLCs formed under the law of a foreign country that are authorized to do business in New York. An LLC formed in New York, or in any other US state or territory, is outside it.
- It borrows the federal CTA's definitions and exemption categories, but it is a separate state filing with its own deadlines
- Only non-US-person beneficial owners are reported, mirroring the narrowed federal rule
- A New York-formed LLC is a US-formed entity, so it is exempt from the state act as well as the federal report
The practical takeaway for founders comparing states: a US-formed LLC has no federal BOI report and, after the veto, no New York equivalent either. The state act reaches only the non-US-formed entity that qualifies to do business in New York. 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:
Still due every year, BOI exemption or not
- Form 5472 attached to a pro forma Form 1120, reporting transactions between the LLC and its foreign owner (penalties start at $25,000)
- US income tax returns if the LLC or its owner has US-source or effectively connected income
- State franchise taxes and annual reports for the formation state and any registration states
- Sales tax registration and returns where the business has nexus
- FBAR and other information reports where the facts require them
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
Primary sources
- FinCEN, Beneficial Ownership Information Reporting
- FinCEN final rule, Beneficial Ownership Information Reporting Requirement Revision, 91 Fed. Reg. 52508 (August 14, 2026)
- FinCEN interim final rule, Beneficial Ownership Information Reporting Requirement Revision and Deadline Extension, 90 Fed. Reg. 13688 (March 26, 2025)
- 31 U.S.C. 5336 (beneficial ownership reporting requirements and penalties)
- 31 CFR 1010.821 (inflation-adjusted civil penalty amounts)
- IRS Instructions for Form 5472
Related Guides
Form 5472 and the Foreign-Owned US LLC
Why a foreign-owned single-member LLC must file Form 5472 with a pro-forma Form 1120, who counts as a 25% foreign owner, what a reportable transaction is, and the statutory $25,000 penalty. Covers the April 15 deadline, extensions, and getting an EIN without an SSN.
Do Non-US Amazon and E-Commerce Sellers Owe US Tax?
A guide for non-resident Amazon and e-commerce sellers: whether you owe US income tax (ECI and ETBUS), the Form 5472 filing a foreign-owned LLC still owes, sales tax nexus from FBA inventory, W-8BEN, and what to file each year.
Best State to Form an LLC
Delaware, Wyoming, New Mexico, or your home state? Why most operating businesses should form where they actually do business, what franchise taxes and foreign qualification really cost, and the special rules for nonresident founders.
Disclaimer: This guide is general information, not tax advice for your specific situation. Tax law changes, and how a rule applies depends on your facts. Reading this page does not create a client relationship with Arc & Ledger LLC. Before acting on anything here, confirm how it applies to your circumstances with a qualified tax professional.