Current status (as of June 2026): If your LLC was formed in any US state, you do not have to file a BOIR in 2026. Under FinCEN‘s interim final rule published March 26, 2025, US-formed entities and US persons are exempt from beneficial ownership reporting. The only LLCs that still file are foreign-formed entities that registered to do business in a US state. That rule is in effect through 2026, with a final rule still pending. Last verified: June 2026.
The question of whether you need a BOIR for your LLC has a clearer answer in 2026 than at any point since the Corporate Transparency Act (CTA) took effect — and for most people, it’s good news. If you formed your LLC in any US state, you are exempt and there is nothing to file. The honest version of this article is short: stop worrying, and don’t pay anyone to file something you don’t owe. The longer version below explains exactly why, walks through every LLC type so you can confirm your own situation, and flags the one narrow exception that does still file.
The short answer for US LLC owners
Beneficial ownership information (BOI) reporting was created under the CTA to make companies disclose who really owns and controls them. The original rules swept in nearly every small LLC, which is where all the “file by the deadline or pay $500 a day” noise came from.
That changed in 2025. FinCEN issued an interim final rule (IFR) that narrowed the entire program. Under the IFR, the definition of a “reporting company” no longer includes US-formed businesses at all. Companies created in the United States — and the US persons who own them — are exempt. Only foreign reporting companies still file. Enforcement against domestic companies has been suspended, and while the courts have upheld the underlying statute, domestic reporting has not been brought back. There is no FinCEN fee to file, and there never was.
So if your LLC was formed in Delaware, Wyoming, New Mexico, California, or any other state, you have no BOIR obligation in 2026. Full stop.
What changed in 2025 (the timeline)
The shift happened fast, which is part of why so much outdated guidance is still floating around. Here is the sequence:
- March 2, 2025 — Treasury announced it would not enforce BOI reporting against US citizens or domestic reporting companies.
- March 21, 2025 — FinCEN issued the interim final rule that rewrote the definition of “reporting company.”
- March 26, 2025 — the IFR was published in the Federal Register, making it official.
- December 16, 2025 — the 11th Circuit upheld the constitutionality of the CTA, but the ruling did not reinstate domestic reporting. The IFR still controls.
Under that rule, a “reporting company” now means only an entity that was formed under the law of a foreign country and then registered to do business in a US state or Tribal jurisdiction. Everything formed inside the US falls outside the definition. You can read FinCEN’s own announcement that it removed BOI reporting requirements for US companies, and the rule itself in the Federal Register.
The IFR is in effect through 2026. A final rule is still pending, but as of this writing nothing has changed the exemption for US-formed entities.
Every LLC type, answered
People search for the version of this question that matches their own structure — “single-member LLC BOI,” “foreign-owned LLC BOIR,” “holding company BOI report” — on the assumption that their setup is special. It isn’t. The reporting trigger is where the entity was formed, not what it does, how it’s taxed, or who owns it. If it was formed in a US state, the answer is the same every time.
| LLC type (formed in a US state) | File a BOIR in 2026? |
|---|---|
| Single-member LLC | No — exempt |
| Multi-member LLC | No — exempt |
| LLC with an S-corp election (or an S-corp) | No — exempt |
| Holding company LLC | No — exempt |
| Real-estate or series LLC | No — exempt |
| Partnership | No — exempt |
| Nonprofit | No — exempt |
| Startup / newly formed LLC | No — exempt |
| Several LLCs you own together | No — all exempt |
| Sole proprietor (no entity formed) | No — nothing to report |
Single-member and multi-member LLCs
The number of members has never mattered for whether a US-formed LLC files. Both are domestic entities, and both are exempt under the IFR. The “$500 per day” warnings you may have seen for single-member LLCs were written under the old rules and were never updated.
S-corp election, holding companies, real-estate and series LLCs
Tax elections and business purpose don’t change the answer. An LLC that elected S-corp status is still a US-formed entity. So is a holding company, a buy-and-hold real-estate LLC, or a series LLC. All exempt.
Dissolved LLCs and sole proprietors
If your US-formed LLC was dissolved, there is no domestic reporting obligation to satisfy. And a sole proprietor who never formed a separate legal entity was never a “reporting company” in the first place.
The only LLCs that still file
The one exception: A reporting company in 2026 is only an entity that was formed under foreign law and then registered to do business in a US state or Tribal jurisdiction. If your LLC was created inside the US, this does not apply to you.
This is the single rule everyone gets wrong, so it’s worth saying plainly: formation governs, not ownership. A US-formed LLC owned by a non-US person is a domestic company — and therefore exempt. The owner’s citizenship or residency is irrelevant. What matters is the law under which the entity itself was created.
A worked example makes it concrete:
- A Vietnamese individual forms a Colorado LLC. That LLC was created under Colorado law, so it is domestic — exempt. No BOIR.
- A Vietnamese company registers to do business in Colorado. That entity was formed under foreign law and is now registered in a US state, so it is a foreign reporting company — it files.
For the foreign reporting companies that do file, the deadlines are short. A foreign entity that was already registered before March 26, 2025 had until April 25, 2025; one that registers on or after that date has 30 days. And foreign reporting companies do not report their US-person owners — those individuals are excluded from the report.
Don’t confuse your BOIR with IRS Form 5472
A lot of the fear online traces back to a “$25,000 penalty” — and that penalty has nothing to do with BOI. It belongs to IRS Form 5472, a completely separate filing. A foreign-owned US LLC is exempt from BOI reporting but may still be required to file Form 5472 with the IRS. They are two different rules from two different agencies. If you’re a foreign-owned US LLC, being exempt from a BOIR does not get you off the hook for Form 5472, so check that obligation separately.
One more wrinkle worth knowing: the New York LLC Transparency Act took effect January 1, 2026, but it applies only to foreign-formed LLCs registered in New York — not to LLCs you formed in a US state.
Watch out for BOIR scam sites
Heads up: Lookalike “filing” websites charge anywhere from $99 to $349 or more to file a BOIR — often for people who don’t owe one at all. FinCEN does not charge a fee to file. If a site is demanding a payment to “complete your mandatory BOI report,” slow down and confirm you actually have an obligation first.
This is the part of the story that costs people real money. Owners of perfectly ordinary US-formed LLCs have handed over $200 to $349 to official-looking sites for a filing that is no longer required of them. Before you pay anyone — including us — confirm that you fall into the narrow group that still files. For the vast majority of US LLC owners, the correct action in 2026 is to do nothing.
Frequently asked questions
Do LLCs still file a BOI report in 2026?
No, if the LLC was formed in a US state. US-formed entities are exempt under FinCEN’s March 26, 2025 interim final rule. Only foreign-formed entities registered in a US state still file.
Do single-member LLCs file? Do multi-member LLCs file?
No. The number of members doesn’t matter. Both are domestic entities and both are exempt.
Was the CTA repealed?
No. The Corporate Transparency Act is still on the books — the 11th Circuit upheld it on December 16, 2025. But FinCEN’s rule removed US-formed companies from the reporting requirement, and that ruling did not reinstate domestic reporting.
Do businesses owned by foreigners file? Does a foreign-owned US LLC file?
Not if the LLC was formed in the US. Formation governs, not ownership. A US-formed LLC owned by a non-US person is domestic and exempt. Only an entity formed under foreign law and registered in a US state files.
Do I file for a single-member LLC as a non-US resident?
No, as long as the LLC itself was formed in a US state. Your residency doesn’t trigger a BOIR. (Note your possible Form 5472 obligation with the IRS, which is separate.)
Does an S-corp, or an LLC with an S-corp election, file?
No. A tax election doesn’t change the answer. A US-formed entity with an S-corp election is exempt.
Does a holding company or real-estate LLC file?
No. Business purpose doesn’t change the answer. US-formed holding and real-estate LLCs are exempt.
Do I file if my LLC was dissolved?
No. A dissolved US-formed LLC has no domestic reporting obligation.
Is there a fee? What’s the penalty for not filing?
There is no FinCEN fee to file a BOIR. The civil penalty of up to $591 per day applies to foreign filers who fail to comply — it does not apply to exempt US-formed LLCs, despite being widely miscited to scare them.
Who still files after March 2025? Does a sole proprietor file?
Only foreign-formed entities registered to do business in a US state still file. A sole proprietor who never formed an entity was never a reporting company and doesn’t file.
The bottom line
If your LLC was formed in a US state, you do not file a BOIR in 2026 — no matter how many members it has, how it’s taxed, what it owns, or who owns it. The only LLCs that still file are foreign-formed entities registered to do business in a US state. Don’t let an outdated article or a lookalike website talk you into paying for a filing you don’t owe.
If you are a foreign reporting company that genuinely still needs to file, BOIR Submission Center handles the filing for a flat $99. And if you’re a US-formed LLC, you don’t need us — we’ll tell you so before you spend a cent.
Sources
- FinCEN — FinCEN removes beneficial ownership reporting requirements for US companies and US persons
- FinCEN — Beneficial Ownership Information (BOI) hub
- FinCEN — Interim final rule Q&A
- Federal Register — Beneficial Ownership Information Reporting Requirement Revision and Deadline Extension (Mar 26, 2025)
- U.S. Department of the Treasury — Press release sb0060
