If you own a U.S. company from abroad, the BOIR rules you read about a year ago may no longer apply to you. FinCEN rewrote them in March 2025, and the change was large enough that many foreign owners are now doing the wrong thing: filing when they are exempt, or ignoring a deadline they still have. This guide is for foreign and non-resident business owners who want a clear answer to two questions. First, do you actually have to file a Beneficial Ownership Information Report at all? Second, if you do, how do you complete one when you have no U.S. Social Security number and no U.S. address? Everything below reflects the rule as it stands now. Because it is an interim rule, confirm the current requirement before you file.
The big myth: “foreign-owned” is not the test
A lot of advice still circulating says that any company with foreign owners has to file a BOIR. Since March 2025 that is simply wrong, and acting on it either wastes your time or hands over information you were never required to share. The thing that decides whether you file is not who owns the company. It is where the company was legally formed.
What changed in March 2025
On March 26, 2025, FinCEN published an interim final rule that removed BOI reporting for every company created in the United States and for every U.S. person. The Corporate Transparency Act originally swept in tens of millions of existing entities; the 2025 rule narrowed that dramatically. Reporting now falls almost entirely on what the rule calls a “foreign reporting company.” If your business was formed inside the United States, it is exempt today even if every owner lives abroad and holds a foreign passport.
Formation location is the test
Two categories now matter. A domestic reporting company is an entity created by filing formation paperwork with a U.S. secretary of state, a similar state office, or a Tribal authority. Every one of these is now exempt. A foreign reporting company is an entity formed under the law of another country that then registered to do business in a U.S. state or Tribal jurisdiction, usually by filing as a foreign entity with a secretary of state. Those still report. The difference is summarized below.
| Domestic (U.S.-formed) | Foreign (formed abroad, U.S.-registered) | |
|---|---|---|
| Must file a BOIR now? | No, exempt | Yes |
| What triggers the obligation | Not applicable | Registering to do business in a U.S. state or Tribal jurisdiction |
| Initial deadline | Not applicable | Registered before Mar 26, 2025: by Apr 25, 2025. Registered on or after: 30 days from notice of effective registration |
| Whose information is reported | Not applicable | Non-U.S. beneficial owners, plus the company applicant if registered on or after Jan 1, 2024 |
So who actually has to file now?
The definition of a “foreign reporting company”
You are a foreign reporting company only if both of these are true. Your entity was formed under the laws of a country other than the United States. And it registered to do business in a U.S. state or with a Tribal jurisdiction by filing a document with a secretary of state or a comparable office. A foreign company that merely sells to U.S. customers, ships products here, or holds a U.S. bank account, without registering as a foreign entity in a state, is not a reporting company and does not file.
Quick self-check: do you file?
- Formed your LLC or corporation in a U.S. state? Exempt. No BOIR, even with all-foreign ownership.
- Formed your company abroad and then registered it to do business in a U.S. state? You file.
- Foreign company with no U.S. state registration? No BOIR.
If you land in the exempt column, you can stop here and keep this page for your records. If you are a foreign reporting company, the rest of this guide walks through the filing itself.
What a BOIR actually asks for
A report has three parts. First, information about the company: its legal name, any trade names, the U.S. address where it does business, its jurisdiction of formation, and a taxpayer ID. A foreign entity without a U.S. tax number provides a foreign tax identification number and the issuing country. Second, information about each beneficial owner who must be reported. Third, for entities registered on or after January 1, 2024, information about the company applicant. The next sections cover the two parts foreign owners ask about most: who counts as a beneficial owner, and how to identify yourself without U.S. documents.
If you must file: how to do it as a foreign owner
Identifying your beneficial owners
A beneficial owner is any individual who either owns or controls at least 25 percent of the company, or who exercises substantial control over it. Substantial control covers senior officers, anyone with authority to appoint or remove senior officers or a majority of the board, and anyone who directs important decisions. Two rules matter especially for foreign-owned entities. A foreign reporting company does not report beneficial owners who are U.S. persons; you leave them off. And ownership held through other entities still counts, so if a foreign holding company owns your U.S.-registered entity, you look through the chain to the individuals behind it.
A worked example makes it concrete. A German GmbH registers to do business in Texas. It is owned 60 percent by a resident of Germany and 40 percent by a U.S. citizen. The U.S. citizen is not reported. The German resident is a beneficial owner on two grounds, ownership above 25 percent and likely substantial control, and is the individual whose information goes on the report.
Filing with no SSN or ITIN: the foreign passport path
This is the question we hear most, and the answer is calmer than the worry. You do not need a Social Security number or an ITIN to be listed on a BOIR. For each beneficial owner and company applicant, FinCEN asks for a name, date of birth, residential address, an identifying number from an acceptable document, and an image of that document. The acceptable documents are taken in order: a U.S. driver’s license, then a U.S. state, local, or Tribal ID, then a U.S. passport, and only if the person holds none of those, a foreign passport. A non-resident owner provides the foreign passport number, the issuing country, and a clear image of the passport page. No U.S. tax number is required at the individual level. If your U.S.-registered entity also files U.S. tax forms such as Form 5472, that is a separate obligation and does not change what the BOIR asks for.
The FinCEN identifier: get it once, reuse it
If you will be listed on more than one filing, get a FinCEN identifier first. It is a unique number FinCEN issues to an individual, and once you have it you can give that number on any report instead of re-entering your details and re-uploading your passport. To get one, create an account at FinCEN’s identifier site, enter the same identifying information described above, upload your passport image once, and FinCEN issues the number immediately. For a founder who sits behind several U.S.-registered entities, this turns repeated uploads into a single number, and it keeps your passport image out of multiple third-party hands.
The company-applicant trap
Here is the part that catches people. Even a foreign reporting company that has no reportable beneficial owners, because every owner is a U.S. person, can still owe a filing. Entities created or first registered on or after January 1, 2024 must report their company applicant: the individual who directly filed the registration, and, if different, the individual primarily responsible for directing that filing. So “all my owners are U.S. persons” does not always mean “nothing to file.” Check the registration date before you conclude you are off the hook.
Current deadlines and penalties
Deadlines for foreign reporting companies
The deadlines turn on when the company registered. A foreign reporting company that was registered to do business in the United States before March 26, 2025 had until April 25, 2025 to file its initial report. One that registers on or after March 26, 2025 has 30 calendar days from the date it receives actual or public notice that its registration is effective. There is also an ongoing duty: if reported information changes, for example a new beneficial owner or a new address, you update the report within 30 days of the change.
What a missed deadline costs
BOI reporting is backed by civil penalties that accrue per day, and willful violations can carry criminal penalties. The practical takeaway is simple. If you are a foreign reporting company and you are past your date, the safer move is to file now and come into compliance rather than wait. Late is recoverable. Ignored is not.
Beyond the BOIR: other compliance steps for foreign founders
A BOIR is rarely the only item on a foreign founder’s list. If you formed or registered a company to operate or invest in the United States, your business compliance and your own immigration status tend to move together. The same expansion that creates a BOIR obligation often raises questions about investor visas, work authorization, and your longer-term path to staying in the country, and the answers interact. Founders in that position usually find it easier to handle both at once. If that describes you, it can help to talk to an immigration attorney who works with foreign investors while you get your BOIR filed, so the entity paperwork and your personal status stay in step.
Frequently asked questions
Do foreign-owned U.S. businesses have to file a BOI report?
Only if the company itself was formed abroad and registered to do business in a U.S. state. A U.S.-formed company with foreign owners is exempt.
Is a U.S. LLC owned by a non-resident exempt after March 2025?
Yes. Formation location, not ownership, decides it. A U.S.-formed LLC is exempt regardless of where its owners live.
Do I have to file a BOIR if I don’t have an SSN?
If your company is a foreign reporting company, yes, and you can complete it without an SSN or ITIN. A foreign passport is an accepted identification document.
Can I use a foreign passport on a BOI report?
Yes, when the person holds no U.S. identification document. You provide the passport number, the issuing country, and an image of the passport.
What is a FinCEN identifier and how do I get one?
It is a free number that replaces your personal details on a report. You request it from FinCEN’s identifier site, upload your ID once, and receive the number immediately. It is useful if you are listed on several filings.
Does a foreign company with only U.S. owners still have to file?
It may. If it registered on or after January 1, 2024, it must still report its company applicant even when no beneficial owner is reportable.
The bottom line
Most U.S.-formed businesses no longer file a BOIR. If your company was formed abroad and registered to do business here, you most likely still do, and being a non-resident with no U.S. identification is not a barrier to completing one. Confirm whether you are a foreign reporting company, check the deadline that applies to your registration date, gather a passport image for each reportable individual, and file. Because this is an interim rule that could still change, verify the current requirement before you submit.
Sources
- FinCEN: Beneficial Ownership Information
- FinCEN: Removes BOI Reporting Requirements for U.S. Companies and U.S. Persons
- FinCEN: Interim Final Rule Questions and Answers
- FinCEN: Small Entity Compliance Guide
- FinCEN: Beneficial Ownership Information FAQs
- Federal Register: BOI Reporting Requirement Revision and Deadline Extension (Mar 26, 2025)
