Current status (as of June 2026): On March 26, 2025, FinCEN published an interim final rule that removed US-formed companies and US persons from beneficial ownership reporting. After that change, foreign reporting companies — entities formed outside the United States and registered to do business in a US state — are essentially the only businesses still federally required to file a Beneficial Ownership Information Report (BOIR). The rule is interim, not final, and the headline-grabbing enforcement pause applies to domestic companies, not to you. The deadlines and penalties below are live.
Here is the confusion that trips up almost everyone, settled in two lines. If your company was formed in a US state — say a Delaware or Wyoming LLC — you are now exempt, even if every owner is a foreigner. If your company was formed abroad and then registered to do business in a US state, you must still file. Ownership nationality is not the trigger. Place of formation is. Most “BOI is dead” articles are written for the first group. If you are in the second group, they are wrong about you, and acting on them could cost you.
What changed in March 2025 (and why most “BOI is dead” headlines don’t apply to you)
The Corporate Transparency Act originally asked tens of millions of small companies to report who really owns and controls them. Then FinCEN issued an interim final rule, published in the Federal Register on March 26, 2025, with exemptions and extensions applied as of March 21, 2025. That rule took US-formed entities and US persons out of the reporting requirement entirely.
The effect was enormous. FinCEN’s own estimate, cited by the law firm Orrick, is that the reporting population dropped from roughly 32.5 million entities to about 11,667. Those remaining ~11,667 are foreign reporting companies. So when people say “almost nobody has to file anymore,” they are right — and you are in the small group that still does.
One more point that gets mangled constantly: there is a non-enforcement posture, but it covers domestic reporting companies and US persons. It does not cover foreign reporting companies. You are not on a holiday from this. The statute itself was upheld, and a final rule is still pending — but none of that changes your obligation today.
Do you even have to file? A 3-question self-check
Three yes/no questions. If you answer yes to all three, you are a foreign reporting company and you need to file.
- Was your company formed (incorporated or organized) outside the United States?
- Did you register it to do business in a US state or tribal jurisdiction by filing with a secretary of state or a similar office?
- Are you outside every exemption — for example, you are not a large operating company (covered below)?
Three yeses means the obligation is yours. If you answered no to the first question — because your company was formed inside the US — you are almost certainly exempt under the March 2025 rule, foreign owners or not, and you can stop here.
Foreign-formed and registered vs US-formed but foreign-owned
This is the distinction that decides whether you do anything at all, so it is worth slowing down on.
A US-formed, foreign-owned company — for instance, a Wyoming LLC owned entirely by a founder in London — was formed in a US state. Under the interim final rule, it is now exempt. The foreign ownership does not pull it back into the requirement.
A foreign-formed company registered to do business in the US — for instance, a UK private limited company that registered as a foreign entity with a US secretary of state to open a branch — was formed abroad. It must file. This is true regardless of who owns it.
| Factor | Foreign-formed, registered in a US state | US-formed, foreign-owned |
|---|---|---|
| Where the company was formed | Outside the US | In a US state |
| Owner nationality | Any — US or non-US | Non-US |
| Must file a BOIR? | Yes | No — exempt under the March 2025 rule |
| Whose information is reported | Non-US beneficial owners only | Not applicable — no filing |
If you read only one row, read the third. Same owners, opposite outcomes, decided entirely by where the entity was born.
What a foreign reporting company has to report — including the no-US-persons carve-out
For each person you must report — beneficial owners and, where required, the company applicant — you provide their full legal name, date of birth, address, and a unique identifying number with its issuing jurisdiction (such as a passport number and country). A FinCEN identifier may be used in place of those details where one has been obtained.
Now the carve-out that makes foreign filings different. A foreign reporting company reports its non-US beneficial owners only. US-person beneficial owners do not need to provide their information. So if your ownership is a mix, you report the foreign owners and leave the US ones off.
The edge case almost no one explains: all your owners are US persons
Here is where people guess wrong. Suppose your company was formed abroad and registered in a US state, but every beneficial owner happens to be a US person. You might assume that means nothing to report, so nothing to file. Not so. You are still a foreign reporting company, so you still file — you simply report zero reportable beneficial owners, plus a company applicant where one is required. The filing itself is not optional; only the owner information is reduced to none.
On the company applicant: entities that were registered before the rule’s effective date do not need to identify company applicants. Newer registrations generally do.
Deadlines — two tracks
There are two timelines, and which one applies to you depends on when you registered to do business in the US.
| Your situation | Filing deadline |
|---|---|
| Registered to do business in the US before March 26, 2025 | Initial BOIR was due by April 25, 2025. That date has passed — if you missed it, file immediately, because the penalty clock is running. |
| Registering on or after March 26, 2025 | 30 calendar days from the date you receive notice that your registration is effective. |
If you fall into the first row and have not filed, do not wait for a finalized rule or a clearer signal. The obligation already came due.
Exemptions that still apply to foreign companies
A handful of exemptions remain available to foreign entities. The one most likely to matter is the large operating company exemption, which requires all of the following:
- More than 20 full-time employees in the United States;
- More than $5 million in US gross receipts (as reported on a US tax filing); and
- A physical office in the United States.
Be honest with yourself here. Most foreign reporting companies — especially the smaller branches and holding structures that make up the bulk of this group — will not clear all three bars, so this exemption usually does not apply. It is worth a 30-second check, but do not count on it to get you off the hook.
The penalty is still live — “BOI is dead” is wrong for you
Because the enforcement pause is so widely reported, it is easy to assume there is no downside to skipping the filing. For foreign reporting companies, that assumption is expensive.
The civil penalty runs up to $591 per day for as long as a required report is late. Willful failures can also carry criminal exposure of up to $10,000 and up to two years. The non-enforcement posture that has dominated the headlines applies to domestic reporting companies and US persons — not to you. As a foreign reporting company, you remain fully exposed.
How to file your BOIR (step by step)
- Confirm you are a foreign reporting company using the 3-question self-check above. If you are exempt, stop.
- Gather your information: the company’s details and, for each non-US beneficial owner, full legal name, date of birth, address, and a unique ID number with its issuing jurisdiction.
- File electronically through FinCEN’s BOI E-Filing System. The official filing instructions (PDF) walk through every field.
- There is no FinCEN filing fee. The report itself costs nothing to submit.
- Or hand it off. If you would rather not learn the portal, we file it for you — see below.
Frequently asked questions
What is a foreign reporting company under the CTA?
It is an entity formed outside the United States that has registered to do business in a US state or tribal jurisdiction by filing with a secretary of state or similar office. After the March 2025 rule, this is essentially the only category still required to file a BOIR.
Do foreign companies still have to file in 2026?
Yes. The March 26, 2025 interim final rule removed US companies and US persons, but foreign reporting companies remain required to file. The rule is interim, not final, and this remains current as of June 2026.
Does a foreign-owned US LLC need to file?
No. If the LLC was formed in a US state, it is exempt under the March 2025 rule even if its owners are foreign. Place of formation, not owner nationality, is what matters.
What’s the difference between a foreign-owned company and a foreign reporting company?
A foreign-owned company can still be US-formed (and therefore exempt). A foreign reporting company was formed abroad and registered to do business in the US (and must file). The labels are not interchangeable.
Do foreign reporting companies report US-person owners?
No. A foreign reporting company reports its non-US beneficial owners only. US-person owners do not need to provide their information.
If all of my owners are US persons, do I still file?
Yes. You still file as a foreign reporting company, reporting zero reportable beneficial owners, plus a company applicant where one is required.
What’s the deadline for foreign companies registered before March 26, 2025?
The initial BOIR was due by April 25, 2025. That date has passed, so if you missed it, file as soon as possible.
How long does a newly registered foreign company have?
Companies registering on or after March 26, 2025 have 30 calendar days from notice that their registration is effective.
What must a foreign reporting company report?
Company details, plus for each non-US beneficial owner: full legal name, date of birth, address, and a unique ID number with its issuing jurisdiction. A FinCEN identifier may substitute where obtained.
Are there exemptions for foreign companies?
Yes, including the large operating company exemption — more than 20 full-time US employees, more than $5 million in US gross receipts, and a physical US office. Most foreign reporting companies will not meet all three.
What’s the penalty for not filing?
Up to $591 per day in civil penalties, plus potential criminal exposure of up to $10,000 and two years for willful non-filing. The enforcement pause does not protect foreign reporting companies.
Are foreign reporting companies covered by the enforcement suspension?
No. The non-enforcement posture applies to domestic reporting companies and US persons. Foreign reporting companies remain fully exposed.
Sources
- FinCEN — news release on removing US companies and persons from BOI reporting
- FinCEN — Beneficial Ownership Information hub
- FinCEN — interim final rule Q&A
- Federal Register — the interim final rule (March 26, 2025)
- US Treasury — press release SB0060
- FinCEN — BOI E-Filing System
- FinCEN — BOIR filing instructions (PDF)
- Orrick — analysis citing the 32.5M to 11,667 reduction
- Hunton — foreign-reporting-company-only analysis
Don’t want to touch the FinCEN portal? We’ll file it for you — $99.
If you are a foreign reporting company, the deadline and the $591/day penalty are real, and the FinCEN system is not built for people filing once from abroad. Our done-for-you BOIR filing is a flat $99: send us your company and beneficial-owner details, and we prepare and submit your report correctly. No guesswork, no missed fields, no wondering whether you got the foreign-only rules right. Start your $99 BOIR filing today.
