BOI Filing Guide: Who Still Has to File After March 2025
If your LLC or corporation was formed in the United States, you do not have to file a beneficial ownership information (BOI) report with FinCEN. That exemption, first introduced in March 2025, was made permanent by a final rule FinCEN issued on August 11, 2026. Only companies formed under another country's law that have registered to do business in a US state still file, and they report only their non-US owners.
Key takeaways
- US-formed LLCs and corporations are permanently exempt from BOI reporting, including those owned entirely by non-US founders.
- Foreign reporting companies, meaning non-US entities registered to do business in a US state, must still file.
- A foreign reporting company files within 30 calendar days after its US registration becomes effective.
- Foreign reporting companies do not report US-person beneficial owners or US-person company applicants.
- BOI is not an annual filing and is filed free of charge directly with FinCEN.
How the BOI rules got here
The Corporate Transparency Act, passed in 2021, created the BOI report so that FinCEN, the US Treasury's financial crimes unit, would know who owns and controls companies. Reporting started in January 2024 and applied to millions of small US companies. After court challenges and a change in Treasury policy, FinCEN issued an interim final rule in March 2025 that exempted all US-created companies and all US persons.
On August 11, 2026, FinCEN finalized that approach. The final rule took effect when it was published in the Federal Register on August 14, 2026. It keeps the exemption for domestic companies, confirms that foreign reporting companies do not report US persons, and adds an exemption for US-person company applicants. FinCEN also said it will delete previously reported information about US persons from its database.
| Date | What changed |
|---|---|
| January 1, 2024 | BOI reporting begins for most US and foreign companies |
| March 2025 | Interim final rule exempts US-created companies and US persons |
| April 25, 2025 | Deadline for foreign reporting companies registered before March 26, 2025 |
| August 11, 2026 | FinCEN issues the final rule making the exemptions permanent |
| August 14, 2026 | Final rule published and effective |
Does your company have to file?
You do not file if
- You formed a Wyoming, Delaware, New Mexico or any other US-state LLC, whether you live in India, Nigeria, the UAE or anywhere else.
- You formed a US C-Corp, such as a Delaware corporation for a startup.
- Your US company has foreign owners, foreign managers or a foreign parent company. The test is where the company itself was created, not where its owners live.
You do file if
- Your company was formed under the law of another country, for example an Indian private limited company or a UK limited company, and
- It has registered to do business in a US state or tribal jurisdiction by filing a document with a secretary of state or similar office.
That second condition is the key. An Indian company that simply sells to US customers online without registering in any US state is not a foreign reporting company. The same Indian company that files a foreign qualification in Delaware to open a US branch is.
Some foreign entities can still fall under one of the Corporate Transparency Act's other exemptions, such as the categories for regulated financial institutions or large operating companies. Check FinCEN's guidance or ask an attorney if you think one applies.
The deadline
A foreign reporting company must file its initial BOI report within 30 calendar days after it receives notice that its registration in a US state is effective, or after the state first gives public notice of it, whichever is earlier. Companies registered before March 26, 2025 had to file by April 25, 2025.
If reported information changes, such as a non-US beneficial owner's address or passport, FinCEN's rules call for an updated report within 30 days of the change. There is no annual renewal.
What the report asks for
About the company
- Full legal name and any trade names
- Principal place of business address (in the US, if the foreign company has one there)
- Country of formation and the US state where it first registered
- A taxpayer identification number, or a foreign tax ID if the company has no US number
About each non-US beneficial owner
A beneficial owner is anyone who owns or controls at least 25% of the company, or who exercises substantial control, such as a senior officer. For each one who is not a US person, the report includes:
- Full legal name and date of birth
- Residential address
- An identifying number from a passport or other acceptable ID, and an image of that document
Under the final rule, beneficial owners and company applicants who are US persons are left off the report.
How to file
- Confirm the company is a foreign reporting company and note the date its US registration became effective.
- Collect each non-US beneficial owner's details and a clear image of their ID.
- File online through FinCEN's BOI e-filing system. FinCEN does not charge a fee.
- Save the confirmation and a copy of what was submitted.
- Set a reminder to update the report if any reported detail changes.
Three founder scenarios
A Wyoming LLC owned by a founder in Bengaluru
The LLC was created in Wyoming, so it is a domestic company and exempt. The founder files nothing with FinCEN, even though she is not a US person. Her compliance focus is the Wyoming annual report and her yearly IRS forms.
A UK limited company selling to US customers
The company was formed in the UK and has not registered in any US state. It sells online and ships to US buyers. It is not a foreign reporting company, because it never filed to do business in a state, so it does not file a BOI report.
A UAE company that registers in Texas to open a warehouse
The company was formed in the UAE and then registered with the Texas Secretary of State as a foreign entity. It is a foreign reporting company. It files a BOI report within 30 calendar days, listing its beneficial owners who are not US persons.
Watch out for BOI scams
During the 2024 rollout, many companies received letters and emails demanding payment for "mandatory BOI registration". FinCEN has warned about these. If you own a US LLC and someone asks you to pay for a BOI filing in 2026, that request is not coming from the government and you do not need the filing. FinCEN does not send unsolicited requests for payment.
What US LLC owners should focus on instead
Dropping BOI does not mean a foreign-owned US LLC has no federal paperwork. A single-member LLC owned by a non-US person generally files Form 5472 with a pro forma Form 1120 each year, and the IRS penalty for missing it is $25,000. State annual reports, registered agent renewals and bank KYC requests continue as before. Our LLC compliance checklist lists what remains.
For the background on the law itself, read Corporate Transparency Act Explained. This article is general information, not legal advice; an attorney should confirm how the rule applies to your structure.
The 30-day clock for foreign companies
For a foreign company that is registered to do business in a US state and still has to report, every BOI deadline under the current rules runs 30 calendar days from its trigger. Put all three in your compliance calendar.
| Trigger | Days to file |
|---|---|
| Initial report after registration takes effect | 30 days |
| Updated report after information changes | 30 days |
| Corrected report after finding an error | 30 days |
Frequently asked questions
I filed a BOI report for my Wyoming LLC in 2024. Do I need to do anything?
No further filing is needed. Your LLC is exempt, and you do not need to update or withdraw the old report. FinCEN has said it will delete previously reported information about US persons. Keep your filing confirmation with your company records in case a bank or adviser asks about it.
My Indian company registered in Delaware to open a US office. What now?
It is a foreign reporting company. File an initial BOI report within 30 calendar days of the Delaware registration becoming effective, listing its non-US beneficial owners. Update the report within 30 days if any of that information changes.
Are there penalties for foreign reporting companies that do not file?
Yes. The Corporate Transparency Act's civil and criminal penalties for willful failure to report still apply to companies that must file. The final rule did not change the penalty provisions.
Could BOI reporting come back for US companies?
It would take a new rule or a change in the law. The August 2026 rule is final, not interim, so the exemption is more settled than it was in 2025. We will update this guide if FinCEN changes course.
Does my bank still ask about beneficial owners?
Yes. Banks and payment providers collect ownership information under their own customer due diligence rules. That is separate from FinCEN BOI reporting and continues unchanged.
Need a BOI filing for a foreign company?
If your non-US company has registered in a US state, our BOI / FinCEN Filing service prepares and submits the report and tells you when an update is due. Unsure whether you need it? Book a call and we will check your structure. See the service page for current pricing.
