BOI Reporting in 2026: Why Most Foreign-Owned US LLCs No Longer Need to File

What Changed in March 2025

For years, the Beneficial Ownership Information (BOI) report under the Corporate Transparency Act was the single biggest compliance worry for non-resident owners of US LLCs. Every Wyoming, Delaware, New Mexico or Florida LLC formed by a foreigner appeared to fall squarely inside the rule, with civil penalties of around $591 per day (inflation-adjusted) for non-compliance.

That landscape changed on March 21, 2025. The Financial Crimes Enforcement Network (FinCEN) issued an interim final rule, published in the Federal Register on March 26, 2025, that narrows the definition of "reporting company" so dramatically that the vast majority of foreign-owned US LLCs are no longer required to file BOI at all.

The New Definition of "Reporting Company"

Under the interim final rule, a "reporting company" is now only an entity that is both:

1. Formed under the law of a foreign country, and
2. Registered to do business in a U.S. State or Tribal jurisdiction by filing a document with a Secretary of State or similar office.

Entities created inside the United States — even those owned 100 percent by non-residents — are no longer reporting companies. FinCEN explicitly exempted what it used to call "domestic reporting companies" from the BOI requirement.

In plain language, if you formed your LLC in Wyoming, Delaware, New Mexico, Florida, or any other US state, that LLC is a domestic entity. It does not have to file an initial BOI report. It does not have to file updates. It does not have to correct previously filed reports.

What This Means If You Already Filed

A lot of non-resident founders rushed to file BOI in 2024 or early 2025. The interim final rule does not invalidate those reports, but it does remove any ongoing obligation tied to them. According to FinCEN's published Questions and Answers on the interim final rule, "All domestic entities created in the United States, and their beneficial owners, are exempt from the requirement to file initial BOI reports, or to update or correct previously filed BOI reports."

You do not need to log back into the FinCEN portal. You do not need to file a withdrawal. You do not need to update your address, your passport renewal, or your ownership change. The obligation to keep that information current has been removed for domestic LLCs.

Who Is Still Inside the BOI Rule

A small group of non-resident founders is still in scope. You still have a BOI obligation only if your structure looks like this: you formed a company under the law of a country outside the United States (for example, a Cayman Islands LLC, a BVI company, or a UK LTD), and you then registered that foreign company to do business in a US state as a "foreign entity." That registration with a Secretary of State is what triggers the new, narrower reporting requirement.

For these foreign-formed entities the deadlines are:

A foreign entity that registered before March 26, 2025 had to file its initial BOI report no later than April 25, 2025.

A foreign entity that registers on or after March 26, 2025 must file an initial BOI report within 30 calendar days of receiving notice that its registration in the US state is effective.

Even when a foreign reporting company does file, it is not required to report any U.S. persons as beneficial owners, and U.S. persons are not required to provide BOI for any such entity. That carve-out was added by the same interim final rule.

State-Level Mirrors Are a Separate Story

Federal BOI is not the only beneficial ownership regime. New York, for example, has its own LLC Transparency Act that applies to LLCs formed or registered in New York and requires beneficial ownership disclosure under state law. Other states have proposed similar bills. The federal exemption does not override these state-level rules, so if you operate or are registered in a state that has its own transparency act, you still need to check the state requirement separately.

Why This Is Still an "Interim" Rule

FinCEN issued the March 2025 change as an interim final rule and accepted public comments until May 27, 2025. The agency indicated it intends to finalize the rule, but as of mid-2026 the final version has not yet been published. The Eleventh Circuit also upheld the underlying constitutionality of the Corporate Transparency Act in late 2025, which means the statute remains valid even while the regulatory scope is narrower.

Practically, the interim rule is fully in force today and you can rely on it. But because finalization is still pending, prudent owners do two things: keep a clean internal record of beneficial ownership (full legal name, date of birth, residential address, and a copy of the passport used at formation), and watch for any FinCEN announcement that broadens the rule again. If that happens, having the information ready means a future filing is a 15-minute task, not a fire drill.

A Quick Self-Check for Non-Resident Founders

Ask yourself three questions. First, where was my company formed — in a US state, or in a foreign country? Second, if it was formed in a foreign country, is it currently registered to do business in any US state? Third, am I operating in a US state that has its own beneficial ownership disclosure law, such as New York?

If your LLC was formed in a US state and you are not separately registered as a foreign entity in another US jurisdiction, federal BOI no longer applies to you. If any answer points the other way, the obligation may still exist and is worth confirming on a case-by-case basis.

Have Questions About Your Own Situation?

Every structure is a little different, and the BOI exemption interacts with other filings like Form 5472, state annual reports, and US tax residency. If you want a second pair of eyes on whether the new rule applies to your specific setup, the MP Partner experts team is happy to walk you through it — no pressure, no hard sell, just clear answers.

Book a free consultation with our experts →