BOI Report: Do I Still Need to File With FinCEN?

BOI report: do I need to file?

Not if the company was formed in the US. A beneficial ownership information (BOI) report gives FinCEN (the Financial Crimes Enforcement Network) identifying information about the individuals who own or control a company, under the Corporate Transparency Act (FinCEN Q&A). FinCEN's final rule, effective August 14, 2026, permanently exempts every corporation, LLC or other entity created by filing a document with a US state or tribal office, and its owners, from BOI reporting (FinCEN; final rule). It makes permanent the exemption FinCEN first adopted in an interim rule published March 26, 2025 (FinCEN; 2025 release).

The BOI reporting requirement now reaches only a company formed under a foreign country's law that registers to do business in a US state or tribal jurisdiction by filing with a secretary of state or similar office, unless an exemption applies (31 CFR 1010.380(c)). That company files within 30 calendar days of notice that its registration is effective, and lists only individuals who are not US persons.

A case needs a closer look when:

• the company was formed abroad and has registered, or is about to register, in a state;
• a foreign company registered before March 26, 2025 and never filed (its deadline was April 25, 2025);
• ownership runs through other companies, trusts or nominees, so it is unclear who the beneficial owners are;
• someone involved may or may not be a US person for tax purposes.

To decide, gather the formation document (it shows which country or state formed the company), any state registration certificate and its date, an ownership chart traced down to individuals, and each owner's citizenship and US residence status.

Does the BOI exemption hold if every owner lives outside the US?

Yes. The test is where the company was formed, not where its owners live or which passport they hold. A Delaware or Wyoming LLC owned entirely by people abroad was created under a US state's law, so the domestic-entity exemption in 31 CFR 1010.380(c)(2)(xxiv) covers it, and it files no BOI report.

The same holds when a US LLC or corporation registers as a "foreign" company in a second US state. State law calls any out-of-state company "foreign"; FinCEN's rule asks only whether the company was formed under a foreign country's law (31 CFR 1010.380(c)(1)).

The BOI exemption does not end other filings. A US LLC owned by one foreign person has its own IRS reporting; see what a foreign-owned single-member LLC files. For the rest of the first-year list, see what is due after you form your company.

Which companies still file a BOI report?

A company still files when all three are true: it is a corporation, LLC or other entity; it was formed under a foreign country's law; and it registered to do business in a US state or tribal jurisdiction by filing a document with a secretary of state or similar office (31 CFR 1010.380(c)(1)(ii)). FinCEN notes that not every state requires a foreign entity to register; a company that files to register becomes a reporting company unless an exemption applies (FinCEN FAQ C.3). Not registering where state law requires it has its own consequences; see registering a Canadian corporation in a US state.

Besides the US-entity exemption, the rule lists 23 other exemptions, several of which a foreign company can meet (31 CFR 1010.380(c)(2)). Those most relevant to an operating business:

• Large operating company: more than 20 full-time US employees, a physical US office, and more than $5,000,000 of US-source gross receipts on a US federal return already filed for the prior year, so a company with no prior-year US return cannot use it.
• Subsidiary of certain exempt entities: controlled or wholly owned by, for example, a large operating company, a bank or an SEC-reporting issuer. A parent exempt only because it was formed in the US does not count.
• Regulated businesses: SEC-reporting issuers, banks, registered broker-dealers, insurance companies and similar entities.

Each exemption has exact conditions; FinCEN tells foreign entities to review them carefully before concluding they are exempt (FinCEN Q&A).

When is a foreign company's first BOI report due?

Within 30 calendar days, counted from the earlier of two dates: the day the company receives actual notice that its registration is effective, or the day the secretary of state or similar office first gives public notice, such as in a public registry (31 CFR 1010.380(a)(1)(i)). That rule covers companies that became reporting companies on or after March 26, 2025; one registered before then had until April 25, 2025. A company that stops meeting an exemption files within 30 calendar days after it stops qualifying.

The company reports about itself (31 CFR 1010.380(b)(1)(i)):

• its legal name and any trade names;
• the street address of its principal place of business if that is in the US, or otherwise its main US business location;
• its country of formation and the state or tribal jurisdiction where it first registered;
• its EIN or other IRS number, or, if it has none, its foreign tax ID and the issuing country.

A company with neither an EIN nor a foreign tax number should file as soon as its EIN arrives, and may keep records of its efforts to file on time (FinCEN FAQ G.3). Reports are filed online through FinCEN's BOI E-Filing System, and there is no filing fee (FinCEN FAQs B.4 and B.5).

A missed deadline does not end the duty: a foreign reporting company that has not filed still files. Willfully failing to report, or willfully giving false information, is unlawful (31 CFR 1010.380(g)), and civil penalties can run for each day a willful violation continues (FinCEN FAQ K.2). Individuals can be liable as well as the company: anyone who causes a willful failure to report, or who is a senior officer when it happens (31 CFR 1010.380(g)(4); FinCEN FAQ K.3). The final rule keeps those penalties for foreign reporting companies and foreign persons. Its preamble says the exemption relieved US persons of potential liability, but the rule's senior-officer text has no US-person exception, so whether a US senior officer of a foreign company that fails to file is protected is not settled. The preamble also says enforcement would not be based on inadvertent mistakes or a lack of awareness of the requirements (final rule, section III.B). That describes FinCEN's approach; it is not a filing extension.

For the state registration itself, see registering a Canadian corporation in a US state or, for other countries and the branch-or-subsidiary choice, how a foreign company enters the US.

Whom does a foreign reporting company list?

Only individuals who are not US persons. A beneficial owner is any individual who directly or indirectly exercises substantial control over the company, such as a senior officer, or owns or controls at least 25% of its ownership interests (31 CFR 1010.380(d)). Under the final rule, a reporting company leaves out every beneficial owner and company applicant who is a US person, and US persons need not give the company their information (31 CFR 1010.380(b)(5)).

"US person" follows the tax-code definition: a US citizen or US resident, plus US partnerships, US corporations and certain estates and trusts (26 U.S.C. 7701(a)(30) and (b)). A green card holder is generally a US resident, so a Canadian citizen with a green card is left off. Someone who meets the substantial presence test is a resident too. Days as a student, teacher or trainee do not count toward it, within limits: a student's days count again after five exempt calendar years unless the student shows no intent to stay permanently, and a teacher's or trainee's count in any year after two exempt years among the six before. Someone in the US fewer than 183 days in the year whose tax home and closer connection are in another country is not treated as meeting it. Check a borderline case before filing.

If every beneficial owner and applicant is a US person, the rule's text still makes the registered company a reporting company, so it appears to file a report with its own information and no individuals; FinCEN has not addressed this case directly (31 CFR 1010.380(b)(5) and (c)(1)).

Beneficial owners are always individuals; when another company holds the shares, look through it to the people who own or control it (31 CFR 1010.380(d)(2)(ii)(D)). When someone owns only through an exempt entity, such as an SEC-reporting parent, the report may name that entity instead (31 CFR 1010.380(b)(2)(i)). A company applicant is the individual who files the registration document, plus the one mainly directing the filing if several are involved (31 CFR 1010.380(e)).

For each listed individual, gather the full legal name, date of birth, residential address (a business address for an applicant who registers companies as a business), and the number and an image of a non-expired ID document; a foreign passport is used only when the person has no US-issued passport, ID or driver's license (31 CFR 1010.380(b)(1)(ii)). An individual with a FinCEN ID can give that number instead.

When must a foreign reporting company file again?

Within 30 calendar days after any change to the information it reported, including a change in who is a beneficial owner (31 CFR 1010.380(a)(2)). Common triggers: a non-US individual reaches the ownership threshold or leaves, a listed owner moves, the name or number on a listed person's ID document changes, or the company changes its name or US address. A company that becomes exempt files an updated report saying it is no longer a reporting company.

A report that was wrong when filed needs a corrected report within 30 calendar days after the company becomes aware, or has reason to know, of the error (31 CFR 1010.380(a)(3)). A correction filed in that window and within 90 calendar days after the wrong report was filed is generally protected from penalties (31 U.S.C. 5336(h)(3)(C)). A change that touches only a US person, such as a US owner's new home address, is not a change to reported information.

I filed before the change, never filed, or hold a FinCEN ID: what now?

Nothing, if the company is US-formed or you are a US person. US companies and their owners are exempt from updating or correcting BOI reports filed earlier (FinCEN IFR Q&A), and US persons with a FinCEN ID need not update or correct what they gave FinCEN (FinCEN). Nothing needs withdrawing: FinCEN has announced it will delete information previously reported by US persons (FinCEN release).

A US-formed company that never filed, even while a deadline applied, has nothing to file now. The final rule's preamble says the exemption relieved US companies and US persons from potential liability under the reporting rule (section III.B).

Per the preamble, FinCEN plans one sweep of its database, finding US persons by US-issued documents such as a US passport or driver's license. It does not ask anyone to request deletion, will not confirm it to each filer, and will post a notice on its website when done. Because the sweep happens once, it does not expect to delete US-person information included in a filing made after February 10, 2027 (section III.A).

A FinCEN ID holder who is not a US person must still update the application within 30 calendar days after a change, and correct an error within 30 calendar days after learning of it (31 CFR 1010.380(b)(4)(iii)).

A letter says I must file a BOI report and pay a fee: is it real?

Not from FinCEN, if it asks for payment to file: there is no fee to file BOI directly with FinCEN, and FinCEN does not send correspondence asking for payment to file (FinCEN; FinCEN alert). FinCEN has warned about:

• letters citing a "Form 4022" or "Form 5102", forms FinCEN does not have;
• senders such as a "US Business Regulations Dept.", which does not exist;
• emails or letters with links or QR codes leading to payment or data-entry pages;
• penalty threats by email or phone; FinCEN does not send first notices about Corporate Transparency Act penalties that way.

A notice telling a US-formed company it must file is out of date at best: FinCEN says to disregard any guidance that US companies or their owners must report (FinCEN). A notice from a state filing office about its own disclosure, such as New York's for LLCs formed abroad, is separate and can carry a state fee; check it on the state's website (New York Department of State). Report impersonation to the Treasury Office of Inspector General and the Federal Trade Commission, and online impostor scams also to the FBI's Internet Crime Complaint Center (FinCEN alert).

Will my bank still ask who owns the company?

Yes. That question comes from a separate rule. Under FinCEN's customer due diligence rule, banks and other covered financial institutions must identify and verify, at least when a company first opens an account with them, each individual who owns 25% or more of its equity and one individual with significant control, such as a chief executive or managing member (31 CFR 1010.230; FinCEN ruling FIN-2026-R001). It applies to US LLCs and corporations, and the BOI exemption does not change it.

FinCEN says it is still required to revise this rule (final rule, section III.C); until it does, the requirement stands. For what a foreign-owned company needs at the bank, see US business addresses and bank accounts.

Does a state ask for owner information too?

New York does, for LLCs formed outside the US and authorized to do business there: a state beneficial ownership disclosure or attestation of exemption, filed with the New York Department of State and separate from FinCEN (New York Department of State). Deadlines, fees and penalties are in registering in another state. This page does not cover other states; check each state's filing office where the company registers.

Example

These examples are illustrative.

Delaware LLC owned from Vietnam

One person living in Vietnam forms a Delaware LLC. The LLC was created under Delaware law, so it files no BOI report, even though its only owner is not a US person. The separate IRS Form 5472 rules for a foreign-owned single-member LLC still apply, and its bank will still ask who owns it.

Ontario corporation registering in New York

A small Ontario corporation with no US staff registers to do business in New York. The registration takes effect September 1, and the company is notified and the state's public database shows it that day. Its BOI report is due by October 1, 30 calendar days later. Two Canadian citizens living in Canada, neither a US citizen nor a green card holder, own 50% each, and a US citizen living in New York is president. The report lists both Canadian owners and leaves out the president as a US person. A Canadian employee filed the New York registration, so the report lists that employee as company applicant; had a US person filed and directed the filing, no applicant would be listed. New York's LLC disclosure does not apply because the company is a corporation.

Texas LLC that filed a report earlier

A Texas LLC filed a BOI report before the exemption and later moved its office. It files no update, and its owner, a US citizen with a FinCEN ID, need not update that either. When the LLC later registers in Oklahoma as an out-of-state LLC, it still files nothing with FinCEN, because it was formed in Texas.

Different for you?

• Your foreign company is registering in a state, or registered and never filed: confirm the registration date and any exemption first; see registering a Canadian corporation in a US state or how a foreign company enters the US, and get business formation help.
• An owner or officer may be a US person (green card, long US stays, US citizenship): who is listed turns on the tax definition; get cross-border tax help.
• A foreign parent is choosing between a branch and a US subsidiary: the choice decides whether the parent itself registers and reports; see how a foreign company enters the US and business formation help.
• You own a US LLC from abroad: BOI reporting is gone, IRS reporting is not; see what a foreign-owned single-member LLC files.
• Your bank wants owner documents: see US business addresses and bank accounts.
• You just formed a US company: see what is due after you form your company.
• Your LLC was formed abroad and operates in New York: see registering in another state.