If your LLC was formed in Wyoming, Delaware, Florida, or any other US state, it does not file a beneficial ownership information report. That was the position under FinCEN's interim final rule of March 2025, and on August 11, 2026 FinCEN made it permanent. The only companies that still report are companies formed under the law of another country that have registered to do business in a US state. This page explains the rule as it stands on fincen.gov today and who is still inside it. It also lists what a foreign owned US LLC has on its calendar instead.
What FinCEN's rule says today
The alert at the top of FinCEN's BOI page, updated August 11, 2026, reads: "FinCEN has finalized its BOI reporting rule. Under the new rule: U.S. companies are exempt from the Beneficial Ownership Information (BOI) reporting requirements and therefore, are no longer required to file BOI reports." The same alert adds that reporting companies do not need to report BOI for US person beneficial owners or US person company applicants, and that US persons with a FinCEN ID are not required to update or correct what they previously submitted.
The sequence behind that alert, all from fincen.gov:
- March 21, 2025. FinCEN announced an interim final rule removing the requirement for US companies and US persons to report BOI. It was published on March 26, 2025.
- August 11, 2026. FinCEN issued a final rule. FinCEN's Q&A on the final rule states that it "adopts all of the changes made on an interim basis by the IFR as permanent changes" and "permanently removes the requirement for U.S. companies and U.S. persons to report BOI to FinCEN."
- August 14, 2026. The final rule took effect. FinCEN's Q&A: "The final rule became effective on August 14, 2026. It imposes no reporting requirements additional to those that were already in effect."
So the situation did not change again in a way that matters to a US formed company. The interim relief became permanent relief, and the final rule went slightly further for US persons than the interim rule did.
Who is a "reporting company" now
FinCEN's final rule Q&A gives the definition in one sentence: reporting companies "include only those entities that are formed under the law of a foreign country and have registered to do business in any U.S. State or Tribal jurisdiction by the filing of a document with a secretary of state or similar office."
Read that against your own formation document. Ownership is not the test. Formation is.
| Your situation | Reporting company? |
|---|---|
| Wyoming LLC, owned 100% by a person living outside the US | No |
| Delaware C corporation, non US founders, US investors | No |
| Florida LLC, owned by a company incorporated abroad | No |
| UK Ltd registered to do business in New York | Yes |
| Turkish anonim şirket qualified as a foreign entity in Texas | Yes |
The first three rows describe almost every reader of this site. An LLC or corporation created by filing with a US secretary of state is a US company under the rule, whoever owns it and wherever the owner lives. FinCEN's own alert tells readers to disregard any guidance stating that "U.S. companies or their beneficial owners must report BOI."
The last two rows are companies that already existed under another country's law and then registered in a US state so they could operate there. Those are the entities FinCEN still calls reporting companies. FinCEN's explanation for keeping them is that Treasury has "long emphasized the risks of foreign illicit actors accessing the U.S. financial system through the use of legal entities created in foreign jurisdictions but registered to do business in the United States."
What a foreign reporting company reports, and by when
If your company is in the last two rows, this is the part that applies. According to FinCEN's final rule Q&A, a reporting company reports its legal name, any trade names, its US business address, its foreign jurisdiction of formation, the state or tribal jurisdiction where it first registered, and its IRS taxpayer identification number (or a foreign tax number if it has no US one). It reports the beneficial owners who are not US persons. It does not report US person beneficial owners, and it does not report US person company applicants.
On deadlines, FinCEN's interim final rule Q&A sets out the timing that the final rule carried forward: a foreign entity that became a reporting company before March 26, 2025 had to file its initial report by April 25, 2025, and a foreign entity that becomes a reporting company on or after March 26, 2025 files its initial report "within 30 calendar days of the earlier of the date on which it receives actual notice that it has been registered to do business or the date on which a secretary of state or similar office first provides public notice." A reporting company whose information later changes files an updated report; non US persons who hold a FinCEN identifier must update their own information within 30 calendar days of a change.
There is no fee. Filing is done through FinCEN's BOI E Filing System, linked from the BOI page.
If you filed a BOI report in 2024, what happens to it
There is nothing you need to act on. FinCEN's Q&A says the agency "is implementing a process to delete information about any individuals" that it "reasonably believes was provided by a U.S. person," and that it anticipates working with the National Archives on the records side. If you are not a US person and your US formed company filed a report while the original rule applied, the company is no longer a reporting company and has no updating obligation. There is no withdrawal form to file.
If a provider is still charging you for annual "BOI monitoring" on a US formed company, that charge is for a filing the company is not required to make.
Why stale advice is still everywhere
A very large volume of BOI content was written between late 2023 and early 2025, when the requirement did cover millions of small US companies, and most of it has never been revised. FinCEN's own page carries this warning: "Some information on this website may be outdated. Please disregard any guidance stating that: U.S. companies or their beneficial owners must report BOI. BOI must be reported for U.S. persons. U.S. persons must update or correct FinCEN ID information. BOI reports were due before April 25, 2025."
If a page you are reading still talks about a January 1, 2025 deadline for existing companies, or a daily penalty for a Wyoming LLC, it describes a rule that no longer exists for that company. That includes the earlier version of this page, which we rewrote on August 26, 2026 after the final rule.
What is actually on the calendar for a foreign owned US LLC
A foreign owned US company still has filings after BOI. These are the items that carry real consequences and that BOI tended to crowd out of people's attention.
- Form 5472 attached to a pro forma Form 1120. A foreign owned single member LLC files this every year, including a year with no revenue, and the IRS instructions set the penalty for not filing at $25,000. We cover who files and what counts as a reportable transaction in the Form 5472 guide, and the deadline, extension, and late filing mechanics in Form 5472 due date, extension, and late filing.
- The state annual report or annual tax. Every state has its own schedule. Delaware LLCs pay an annual tax of $400 by June 1 with no annual report; Wyoming LLCs file an annual report on the first day of the anniversary month of formation. Miss it long enough and the state dissolves the company administratively.
- A registered agent that stays current. If the agent resigns or the address goes stale, state notices and service of process stop reaching you.
- A federal income tax return, where one is owed. For a single member LLC owned by a non resident this turns on whether there is income effectively connected with a US trade or business, not on where the LLC was formed. See our note on effectively connected income.
- Sales tax registration in states where your activity creates nexus. Selling through a marketplace changes the analysis but does not always end it.
If your US plan runs through Amazon, forming a company is only one of the routes in. Our sister company, Karimex, works as the buying distributor for overseas brands, which keeps the import and seller of record questions on its side rather than yours.
How to check your own position in two minutes
- Find your formation document. If a US secretary of state issued it, your company is a US company under the rule and has no BOI report to file.
- If your company was formed under another country's law, check whether it has registered to do business in any US state. If it has, it is a reporting company and reports its non US beneficial owners, on the 30 day timing above.
- If your only US presence is a bank account, a marketplace seller account, or a warehouse relationship, with no state registration, there is no BOI report to make.
The rule has changed twice since 2024. Anything you read about it, including this page, is worth checking against fincen.gov/boi before you act on it.
The short version
A company formed in a US state does not file a BOI report, and FinCEN's final rule of August 11, 2026 made that permanent. A company formed abroad that has registered in a US state still files, reporting only its non US beneficial owners, within 30 days of registration. Anyone charging you for the first case is charging you for a filing that does not exist.
Not sure what your company actually owes?
We keep the filing calendar for foreign owned US companies: the state annual report or tax, Form 5472 with its pro forma 1120, and the federal return where one is due. If you want someone to check what is on your list and what is not, tell us about your company.
Frequently asked questions
Does a foreign owned US LLC have to file a BOI report in 2026?
No. FinCEN's final rule, issued August 11, 2026 and effective August 14, 2026, permanently exempts US companies from BOI reporting. An LLC formed in any US state is a US company under the rule, whoever owns it and wherever the owner lives.
What is a "foreign reporting company"?
Under FinCEN's final rule, a reporting company is an entity formed under the law of a foreign country that has registered to do business in a US state or tribal jurisdiction by filing with a secretary of state or similar office. Those companies still report, but only their beneficial owners who are not US persons.
When does a foreign reporting company have to file?
FinCEN's rule Q&A gives 30 calendar days from the earlier of actual notice of registration or the state's public notice of it. Foreign entities that were already registered before March 26, 2025 had a deadline of April 25, 2025.
I filed a BOI report in 2024 for my US LLC. Do I need to withdraw or update it?
No. FinCEN says it is implementing a process to delete information it reasonably believes was provided by US persons, and a US formed company is no longer a reporting company, so there is no update obligation. There is no withdrawal form.
Is there a fee to file a BOI report?
No. Filing is through FinCEN's BOI E Filing System, which is linked from fincen.gov/boi. A provider that charges for a BOI filing is charging for its own service, and for a US formed company there is no filing to make.
Could the BOI requirement come back for US companies?
The August 2026 rule is a final rule, not an interim one, so the current position is settled at the regulatory level. Rules can still be amended or overtaken by legislation. Check fincen.gov/boi before acting on any guidance, including this page.
Sources: FinCEN, Beneficial Ownership Information Reporting (alert updated August 11, 2026); FinCEN news release, August 11, 2026; FinCEN, Final Rule: Questions and Answers; FinCEN, Interim Final Rule: Questions and Answers; IRS Instructions for Form 5472; Delaware Division of Corporations, LLC/LP/GP tax instructions; Wyoming Secretary of State, business FAQ. Current as of August 26, 2026.