FinCEN Beneficial Ownership Reporting (2026)
Updated: Domestic LLCs exempt since March 2025 — only foreign-formed companies must file
Exempt
US-formed LLCs/corps
Must File
Foreign-formed companies
30 Days
Filing window (new registrations)
Free Filing
No FinCEN fee
What is the Corporate Transparency Act?
The Corporate Transparency Act (CTA), enacted in 2021, requires certain companies to report beneficial ownership information (BOI) to FinCEN. After extensive litigation, FinCEN narrowed the scope significantly in March 2025: only foreign-formed companies registered in the US must file. All US-formed domestic entities are exempt.
Current Requirements (2026)
- Only foreign-formed companies must report
- Report all 25%+ owners
- Report those with substantial control
- Provide ID document images
- Update within 30 days of changes
Who Has Access
- Law enforcement agencies
- National security agencies
- Financial institutions (with consent)
- Not public information
What This Means for Foreign Investors with US LLCs
If you are a foreign national who formed an LLC or corporation in a US state (Delaware, Wyoming, Florida, Colorado, etc.), your entity is a domestic reporting company — and therefore exempt from BOI reporting under the March 2025 rule.
You Are Exempt If
- You formed an LLC in any US state
- You incorporated in any US state
- Your entity was created by filing with a US Secretary of State
You Must Still File If
- Your company was formed under foreign law (e.g., a Vietnamese company, a UK Ltd, a Canadian corporation)
- That foreign company is registered to do business in a US state
Important: Even though BOI is no longer required for your US LLC, you still must file IRS Form 5472 annually if your LLC is foreign-owned. These are separate requirements.
BOI Report vs. Form 5472
These are two separate federal reporting requirements. BOI exemption does not affect Form 5472 obligations.
FinCEN BOI Report
- Agency: FinCEN (Treasury)
- Purpose: Anti-money laundering
- Status: Exempt for US-formed entities
- Only foreign-formed companies must file
- Penalty: $500/day (if required and not filed)
IRS Form 5472
- Agency: IRS (Treasury)
- Purpose: Tax reporting for foreign-owned LLCs
- Status: Still required annually
- Due with pro forma 1120 by April 15
- Penalty: $25,000 per form per year
Legal Timeline: CTA Litigation & Rule Changes
Could the Domestic Exemption Be Reversed?
The March 2025 interim final rule was issued by FinCEN as an exercise of rulemaking authority, not by Congress. In theory, FinCEN could issue a new rule restoring the domestic filing requirement in the future. However:
Why Reversal Is Unlikely Near-Term
- The current administration has signaled a preference for reducing regulatory burden on small businesses
- FinCEN's stated rationale — that the CTA was primarily intended to address foreign shell companies — supports narrowing the scope
- Multiple ongoing federal lawsuits create uncertainty that discourages expanding the requirement
- Bipartisan legislative proposals to repeal or narrow the CTA have been introduced in Congress
Practical advice: If you own a US-formed LLC, you do not need to file a BOI report now. Keep your entity's records organized so you can file quickly if the requirement is ever restored.
Who Must File (Foreign Reporting Companies Only)
After the March 26, 2025 interim final rule, only foreign reporting companies must file BOI reports.
Must File: Foreign Reporting Company
- Entity formed under the laws of a foreign country
- That entity is registered to do business in any US state
- Example: A Vietnamese company registered as a foreign LLC in Colorado
- Example: A UK Ltd registered to do business in Delaware
Exempt: Domestic Companies
- LLC formed in any US state (regardless of owner nationality)
- Corporation incorporated in any US state
- LP, LLLP, or similar entity formed in any US state
- This includes foreign-owned US LLCs
Large Operating Company Exemption
Since domestic companies are already fully exempt, the "large operating company" exemption only matters for foreign-formed companies registered in the US.
Exemption Requirements (all three must be met)
- More than 20 full-time US employees
- More than $5 million in gross receipts (US-sourced)
- Physical office in the United States
Who Is a Beneficial Owner?
For foreign reporting companies that must file, a beneficial owner is any individual who meets either test:
Ownership Test
- Owns 25% or more of company
- Direct or indirect ownership
- Through any means (stock, capital, profits)
Control Test
- Senior officers (CEO, CFO, etc.)
- Authority over major decisions
- Substantial control over company
Filing Deadlines for Foreign Reporting Companies
These deadlines apply only to companies formed under foreign law that are registered to do business in a US state.
| US Registration Date | Filing Deadline |
|---|---|
| Before March 26, 2025 | April 25, 2025 (extended by FinCEN) |
| On or after March 26, 2025 | 30 days from date of US registration |
| Changes to ownership information | 30 days from the change |
What About Companies That Already Filed?
If you filed a BOI report for a domestic US-formed entity before the March 2025 exemption, your filing remains on record but no updates are required. You are not penalized for having filed, and you do not need to take any action to withdraw the report. FinCEN retains the data.
Penalties for Non-Compliance (Foreign Companies)
Civil Penalties
- $500 per day for each day of violation
- No cap specified in the statute
- Applies to willful failure to file
Criminal Penalties
- Up to $10,000 fine
- Up to 2 years imprisonment
- Applies to willful provision of false information
Company Information
Required Details
- Full legal name and any trade names/DBAs
- Current street address (not P.O. box)
- State or jurisdiction of formation
- IRS Taxpayer Identification Number (EIN)
Beneficial Owner Information
Personal Details
- Full legal name
- Date of birth
- Current residential address
Identification
- ID number (passport, license, state ID)
- Image of the ID document
- Issuing jurisdiction
Common Scenarios for Foreign Investors
The key question is where the entity was formed — not where the owner lives.
Exempt — No BOI Filing Required
- Vietnamese citizen forms a Colorado LLC → exempt (US-formed entity)
- German citizen forms a Delaware LLC → exempt (US-formed entity)
- Brazilian citizen incorporates in Wyoming → exempt (US-formed entity)
- Canadian citizen forms a Florida LLC → exempt (US-formed entity)
Must File BOI
- Vietnamese company (formed in Vietnam) registers as foreign LLC in Colorado → must file
- UK Ltd (formed in England) registers to do business in New York → must file
- Chinese company (formed in China) registers in California → must file
Acceptable Identification (If Filing Required)
If your foreign-formed company must file, beneficial owners can use foreign passports for identification. FinCEN does not require a US-issued ID.
Acceptable Documents
- Foreign passport (most common for foreign investors)
- US driver's license
- US state-issued ID
- US passport
Address Requirements (If Filing Required)
Required
- Current residential street address
- Home address in your country is acceptable
- Complete with postal code
Not Acceptable
- Business address
- P.O. box
- Registered agent address
Privacy Protection
Beneficial ownership information is not public. It is maintained in a secure, non-public FinCEN database with strict access controls.
Who Can Access
- Law enforcement agencies (with authorization)
- National security and intelligence agencies
- Financial institutions (with reporting company consent)
- Foreign governments (through formal treaty requests)
Filing Steps
Step-by-Step Process
- Go to boiefiling.fincen.gov
- Create an account or file as a guest
- Select "Foreign reporting company" as entity type
- Enter company information (name, foreign jurisdiction, US registration state)
- Enter beneficial owner information for each 25%+ owner
- Upload images of identification documents (passport, ID)
- Submit and download your confirmation receipt
Tips for Filing
Before You Start
- Have all beneficial owners' passports scanned as clear images (JPG or PDF)
- Gather residential addresses for all beneficial owners
- Have the company's EIN ready (if obtained)
- Know the exact state of registration and registration date
- Consider obtaining a FinCEN Identifier first if you own multiple entities
What is a FinCEN Identifier?
A FinCEN Identifier is a unique number issued to an individual or entity. It can be used in place of personal details on BOI reports, reducing how many times you share sensitive information.
Benefits
- Submit personal information only once to FinCEN directly
- Provide only the identifier number on BOI reports
- Centralized updates when your information changes
- Useful if you are a beneficial owner of multiple foreign reporting companies
BOI Compliance Checklist (2026)
Step 1: Am I Exempt?
- Was the entity formed in a US state?
- If yes → you are EXEMPT. Stop here.
- If formed under foreign law → continue
Step 2: Gather Info
- Foreign formation jurisdiction
- US state of registration
- Beneficial owner passports/IDs
- Residential addresses for all owners
Step 3: File Report
- Go to boiefiling.fincen.gov
- Select "foreign reporting company"
- Upload ID document images
- Save confirmation receipt
Step 4: Maintain
- Track ownership changes
- File updates within 30 days
- Consider FinCEN Identifier
- Monitor for rule changes
Other Federal Requirements for Foreign-Owned US LLCs
Even if your US LLC is exempt from BOI, you likely have other federal filing requirements:
Don't Forget These
- IRS Form 5472: Annual information return for foreign-owned disregarded entities ($25,000 penalty)
- IRS Form 1120: Pro forma corporate tax return (filed with Form 5472)
- State annual report: Filed with the state where your LLC is formed (deadlines vary by state)
- Registered agent renewal: Must maintain a registered agent in your formation state