BOI Reporting in 2026: What Non-US Founders Actually Need to Know

The Short Answer

Most US LLCs no longer need to file BOI reports.

On March 26, 2025, FinCEN issued an interim final rule that fundamentally changed BOI reporting requirements. The revised rule removes all US entities — companies formed under any US state law — from the definition of “reporting company.” Only foreign entities formed outside the US and registered to do business in the US still need to file.

If you are a non-US founder with a US LLC and no foreign entity, your LLC is likely exempt. You do not need to file a BOI report.

However, the situation is more complex if you have a foreign entity — a company formed in your home country that is also registered to do business in the US. That foreign entity may still be a reporting company.

This guide explains exactly what changed, who must file, who is exempt, and what non-US founders need to know in 2026.

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What Is BOI Reporting — And Why It Exists

BOI (Beneficial Ownership Information) reporting comes from the Corporate Transparency Act (CTA), a federal law passed in 2021 to prevent money laundering, terrorist financing, and anonymous shell companies.

The idea is simple: the US government wants to know who actually owns and controls companies. FinCEN (Financial Crimes Enforcement Network), a bureau of the US Department of Treasury, administers the BOI program.

Before March 2025, the CTA required:

• All US companies (LLCs, corporations) to file initial BOI reports
• Foreign companies registered to do business in the US to file as well
• US persons who owned 25%+ of foreign companies to report that ownership

After March 26, 2025, the requirements narrowed dramatically — but the change was widely misreported. Many people still think they need to file when they do not.

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The March 2025 Rule Change — What Actually Changed

On March 25, 2025, FinCEN issued an interim final rule that revised the definition of “reporting company” to mean only entities formed under the law of a foreign country that are registered to do business in the US.

This was not a deadline extension. It was a complete removal of reporting obligations for US entities and US persons.

Who Was Affected	Before March 26, 2025	After March 26, 2025
US LLC (any state)	Must file BOI	Exempt
US Corporation	Must file BOI	Exempt
US person with foreign company	Must report BOI	Exempt
Foreign entity registered in US	Must file BOI	Must still file

The change resulted from ongoing litigation (National Small Business United v. Yellen). FinCEN cited the court’s preliminary injunction as context for the rule revision.

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Who Must Still File BOI Reports

Based on the current (post-March 2025) definition, only these entities must file BOI reports:

Reporting companies are entities that:

1. Are formed under the law of a foreign country (not US law), AND
2. Are registered to do business in the US by filing a document with a secretary of state or similar office

Examples of entities that may still need to file:

• A UK Ltd company registered to do business in Delaware
• A Turkish corporation with a US subsidiary
• A Dubai entity that registered in Nevada to do business in the US

For foreign reporting companies, the current deadlines are:

• Registered before March 26, 2025: April 25, 2025 (deadline has passed)
• Registered on or after March 26, 2025: 30 calendar days after receiving notice that registration is effective

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Who Is Exempt (And What Many People Get Wrong)

The following are exempt from BOI reporting as of March 26, 2025:

• All US entities — LLCs, corporations, and any entity formed under US state law
• US persons — individuals who are beneficial owners of foreign companies no longer need to report that ownership to FinCEN

Common Misconceptions

Many LLC owners believe they still need to file because of these misconceptions:

Misconception	Reality
”My LLC has no activity, so I need to file”	Activity level does not determine exemption. If your LLC is a US entity, it is exempt.
”I only have one owner”	Single-member LLCs are exempt.
”The owner lives outside the US”	US entities are exempt regardless of owner nationality or residence.
”I never got around to filing”	If you have a US LLC, you are exempt now. You do not need to file late BOI reports for prior years.
”I received a letter demanding BOI payment”	FinCEN warns against fake “Form 4022” and “US Business Regulations Dept.” scams. There is no fee to file directly with FinCEN.

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What Information You Need to File

If you are a foreign reporting company that still needs to file, you will need the following information:

For the company:

• Legal name
• Trade name or “doing business as” (DBA) if different
• Principal place of business address
• State or jurisdiction of formation
• Federal tax identification number (EIN)
• US state registration number (from secretary of state filing)

For each beneficial owner (individuals who own 25%+ or exercise substantial control):

• Full legal name
• Date of birth
• Current residential address
• Unique identifying number from an official document (passport, state ID, driver’s license)
• Image of the identifying document

For company applicants (for entities registered on or after January 1, 2024):

• Full legal name
• Date of birth
• Current residential address
• Unique identifying number and image of document

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How to File — FinCEN E-Filing Portal

BOI reports are filed electronically through FinCEN’s BOI E-Filing System at boiefiling.fincen.gov.

Two filing methods available:

1. File online — Adobe Reader not required, prepare and submit directly through the web portal
2. PDF download — Download the form, complete it, and upload

Filing is free. There is no fee to file directly with FinCEN.

If you receive any request for payment to file BOI, it is a scam. FinCEN has issued fraud warnings about fake forms and unofficial correspondence.

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Penalties — Real Risks in 2026

For entities that are still required to file and fail to do so, penalties remain severe:

Penalty Type	Amount
Civil penalties	Up to $500 per day of continued violation
Criminal penalties	Up to $10,000 fine and/or imprisonment
Willful violation	Additional penalties may apply

However, FinCEN has stated that it is not enforcing penalties against US citizens, domestic reporting companies (US entities), or their beneficial owners per the court injunction in National Small Business United v. Yellen.

For foreign entities that still must file, penalties remain in effect. The April 25, 2025 deadline for pre-existing foreign reporting companies has passed — late filing could trigger penalties.

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Non-US Founder Special Case: Foreign Entities with US LLCs

If you are a non-US founder, your situation likely falls into one of these categories:

Scenario A: Only a US LLC (no foreign entity)

Status: Exempt from BOI. Your US LLC is not a reporting company.

What to do: Nothing, unless you form a foreign entity later.

Scenario B: Foreign entity registered in US + US LLC

Status: Your foreign entity must file BOI. Your US LLC is exempt.

What to do: File BOI for your foreign entity within 30 days of registration effectiveness. Your US LLC requires no action.

Scenario C: Foreign entity NOT registered in US

Status: No BOI filing required. Your foreign entity is not “registered to do business in the US” if it has not filed with a secretary of state.

What to do: Verify with a tax professional if you have questions about your specific structure.

Scenario D: US person with foreign company ownership

Status: Exempt. US persons no longer need to report BOI for foreign companies where they are beneficial owners.

What to do: Nothing. The March 2025 rule removed this obligation.

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FAQ: Common BOI Questions

Is BOI reporting still required in 2026?

For most US entities, no. The March 26, 2025 FinCEN rule removed all US entities from reporting requirements. Only foreign entities formed outside the US and registered to do business in the US still need to file.

Do I need to file BOI every year?

No. BOI is not an annual filing. You file an initial report, and then file an updated report only when the information changes (new beneficial owner, address change, etc.). Updates must be filed within 30 days of the change.

My LLC was formed in 2024. Do I need to file?

If your LLC is a US entity (formed in any US state), it is exempt as of March 26, 2025. You do not need to file a BOI report.

I received a letter about BOI filing. Is it legitimate?

FinCEN has warned about fraud. Scammers send fake “Form 4022” or correspondence from “US Business Regulations Dept.” — these are not from FinCEN. Official FinCEN communication comes only from fincen.gov domains. There is no fee to file directly with FinCEN.

What if I already filed a BOI report?

Existing BOI filings remain on record. If your information changes, you still need to update. If you filed and later become exempt (for example, you dissolved a foreign entity), your prior filing was valid at the time.

I have both a US LLC and a foreign entity. What do I do?

Your US LLC is exempt. Your foreign entity — if registered to do business in the US — must still file. Separate the two entities in your thinking: the US LLC and the foreign entity are assessed independently for BOI purposes.

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Compliance Checklist

• Identify whether your company is US-formed or foreign-formed
• If US entity: no BOI filing needed (exempt as of March 26, 2025)
• If foreign entity registered in US: file BOI within 30 days of registration
• If foreign entity NOT registered in US: likely exempt
• If US person with foreign company ownership: no filing needed
• Ignore any unofficial BOI correspondence or payment demands
• File updates within 30 days of any ownership or address changes (if you are a reporting company)
• Use FinCEN’s official e-filing portal: boiefiling.fincen.gov

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How BOI Fits Into Your Broader Compliance Picture

BOI reporting is one of several compliance obligations for non-US founders with US entities. While BOI requirements have simplified significantly for US LLCs, other obligations remain:

• Form 5472 — still required for foreign-owned US LLCs with reportable transactions
• Annual state filings — LLCs must file annual reports with their formation state
• Registered agent renewals — annual fee to maintain your LLC’s legal address

Use the Route Planner at /tools/route-planner to understand your full compliance picture. Use the 3-Year LLC Cost Calculator at /tools/cost-calculator to estimate total ongoing costs including compliance.

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This guide is for informational purposes only and does not constitute legal or tax advice. Consult a qualified professional for guidance specific to your situation.

Last verified against official FinCEN sources on May 3, 2026.