What a BOI report was
A beneficial ownership information (BOI) report told the Financial Crimes Enforcement Network (FinCEN), a bureau of the US Treasury, who ultimately owned or controlled a company. It listed the company’s beneficial owners and, in many cases, the company applicant, with identifying details for each person.
The requirement came from the Corporate Transparency Act (CTA). Congress enacted the CTA on 1 January 2021 as part of the Anti-Money Laundering Act of 2020. FinCEN’s reporting rule took effect on 1 January 2024. Under the original rule, companies created before 2024 had until 1 January 2025 to file, companies created in 2024 had 90 days, and companies created from 2025 had 30 days. Almost every small US LLC, whoever owned it, was in scope.
How the rule changed: a timeline
The rule moved quickly through court challenges and two Treasury rulemakings. The dates below come from FinCEN’s Federal Register notices and news releases.
| Date | What happened |
|---|---|
| 1 January 2021 | CTA enacted as part of the Anti-Money Laundering Act of 2020 |
| 1 January 2024 | FinCEN reporting rule takes effect |
| 3 December 2024 | A federal court in Texas Top Cop Shop, Inc. v. Bondi preliminarily enjoins enforcement of the CTA |
| 7 January 2025 | A second court, in Smith v. US Department of the Treasury, also blocks enforcement |
| 2 March 2025 | Treasury announces it will not enforce the CTA against US citizens, domestic reporting companies or their beneficial owners |
| 26 March 2025 | Interim final rule (90 FR 13688) exempts all domestic companies |
| 11 August 2026 | FinCEN announces the final rule |
| 14 August 2026 | Final rule published and effective (91 FR 52508) |
The March 2025 interim final rule
The interim final rule narrowed BOI reporting to foreign companies only. Published and effective on 26 March 2025 as "Beneficial Ownership Information Reporting Requirement Revision and Deadline Extension" (90 FR 13688), it redefined a "reporting company" as an entity formed under the law of a foreign country and registered to do business in a US state or tribal jurisdiction.
That did three things. It exempted every domestic company. It exempted foreign reporting companies from reporting any US person as a beneficial owner. And it set new deadlines for the foreign companies still covered. Because it was an interim rule, the question was whether FinCEN would keep it.
The August 2026 final rule
FinCEN made the exemption permanent. On 11 August 2026 it announced a final rule that "permanently removes the requirement for U.S. companies and U.S. persons to report beneficial ownership information". The rule, "Beneficial Ownership Information Reporting Requirement Revision", was published on 14 August 2026 at 91 FR 52508 (FR Doc. 2026-16576) and took effect that day. It adopts the March 2025 interim rule as final, with certain limited changes, and amends 31 CFR Part 1010.
FinCEN’s BOI page now says: "All entities created in the United States, including those previously known as 'domestic reporting companies', and their beneficial owners are now exempt". FinCEN also said it will delete information previously reported about US persons from its beneficial ownership database.
What this means for a US LLC owned by non-US founders
Your US LLC does not file a BOI report. The exemption depends on where the company was formed, not on the owners’ nationality or residence. An LLC formed in Wyoming, Delaware, New Mexico, Florida or Texas is a domestic entity, so it is exempt even if every member lives in Pakistan, India, Nigeria, the UAE or Bangladesh.
- You do not file an initial BOI report after forming a new LLC.
- You do not file updated or corrected reports when owners or addresses change.
- You do not need a FinCEN ID for this purpose.
- If you filed a report in 2024 or early 2025, you do not need to withdraw or update it.
The exemption is about BOI only. Your LLC still has other US filings, covered below.
Who still has to report
Only foreign reporting companies. These are entities formed under the law of another country (for example a UK Ltd, an Indian private limited company or a UAE free zone company) that register to do business in a US state or tribal jurisdiction, usually by filing a foreign qualification with a Secretary of State. Some may qualify for an exemption listed in the rule.
A foreign reporting company reports only its non-US beneficial owners. It is exempt from reporting the BOI of any US person who is a beneficial owner or company applicant.
| Situation | Deadline |
|---|---|
| Foreign company registered to do business in the US before 26 March 2025 | 25 April 2025 (already passed) |
| Foreign company registered on or after 26 March 2025 | 30 calendar days after receiving actual or public notice that its registration is effective |
| Company formed in the US (any owners) | No BOI report required |
If you own a non-US company that is registered in a US state, FinCEN’s BOI E-Filing system is still open and filing directly with FinCEN is free. Whether your company is a reporting company or qualifies for an exemption is a legal question; ask a licensed US attorney if you are unsure.
BOI scams and phishing: how to spot a fake demand
Scammers have used the BOI rules to send official-looking letters and emails. FinCEN issued an alert (FIN-2024-Alert005, 18 December 2024) on fraud schemes that abuse its name, insignia and authorities. Its director said FinCEN and its employees will never threaten a member of the public by email, call or text, or demand immediate payment.
FinCEN’s BOI page lists red flags. Treat any of these as a warning sign:
- A demand for a fee to file a BOI report. There is no fee to file BOI directly with FinCEN.
- References to a "Form 4022" or "Form 5102". FinCEN names these as fraudulent forms.
- Letters from a "US Business Regulations Dept." FinCEN says no such entity exists.
- Links, QR codes or payment requests in unsolicited letters or emails.
- Any message in 2026 saying your US LLC must file a BOI report or face a penalty. Under the final rule, it does not.
If you receive one, do not click, scan or pay. FinCEN points victims to the Treasury Office of Inspector General, the FTC at reportfraud.ftc.gov and the FBI’s Internet Crime Complaint Center at ic3.gov. Keep the letter or email as evidence.
Some formation providers still list "beneficial ownership filings" as part of a paid package. For a US-formed LLC there is nothing to file, so check what you are paying for.
Our position: we do not charge for BOI filing on US LLCs
Borderless Filings does not sell BOI filing for US LLCs, because none is required. It is not in our price list, our bundles or our annual report service, and it will not appear as an add-on at checkout. If you own a foreign company registered in a US state, we can point you to FinCEN’s free filing system, but we do not give legal advice on whether your company must report.
What your US LLC still files
Dropping BOI does not remove the filings that carry real penalties. For a non-resident-owned LLC, the main ones are:
- Form 5472 with a pro forma Form 1120 every year for a foreign-owned single-member LLC, even with no income. See our Form 5472 guide.
- State annual report or tax, which depends on the state. Wyoming, Delaware, Florida and Texas each have one; New Mexico has no LLC annual report. See LLC annual report filing.
- Registered agent renewal in the state of formation.
- Form 1040-NR for owners who have a personal US filing obligation. See 1040-NR filing.
All the dates are in our LLC tax filing deadlines guide and the compliance deadline calendar. Our US compliance plan groups the recurring filings in one place with reminders.
Sources
- Federal Register: Beneficial Ownership Information Reporting Requirement Revision (91 FR 52508, 14 August 2026)
- FinCEN: FinCEN permanently ends beneficial ownership reporting requirements (11 August 2026)
- FinCEN: Beneficial Ownership Information Reporting
- Federal Register: BOI Reporting Requirement Revision and Deadline Extension (90 FR 13688, 26 March 2025)
- FinCEN: FinCEN warns of fraud schemes that abuse its name, insignia and authorities
- FinCEN: BOI E-Filing
Fees, deadlines and rules on this page were last checked on 27 September 2026.