Quick Answer: As of the FinCEN interim final rule of March 2025, entities formed in the United States — including single-member, foreign-owned, and small LLCs — no longer file a BOI report. The Corporate Transparency Act now defines a "reporting company" as only an entity formed under foreign law that registers to do business in a US state. Those foreign reporting companies file within 30 days and do not report US-person owners. A normal US LLC is exempt — do not pay anyone to file it. This area has changed before; confirm at fincen.gov/boi. Educational only, not legal advice.
For about a year, the BOI report was the compliance task nearly everyone forming a US company had to do. That changed in 2025. After extended litigation over the Corporate Transparency Act (CTA), Treasury and FinCEN narrowed the rule dramatically and took domestic US entities out of it entirely. Because most guides still online were written for the old regime, the bigger risk in 2026 is the opposite of missing a deadline — it is paying to file a report you do not owe. Here is who must still file, who is exempt, and what changed.
Who still has to file in 2026
Only "foreign reporting companies." Under the March 2025 FinCEN rule, a reporting company is an entity (1) formed under the law of a foreign country and (2) registered to do business in a US state by filing with a secretary of state. If that is not you, you do not file.
- Exempt — do not file: any LLC or corporation formed in a US state — including single-member LLCs, small LLCs, and LLCs owned by non-US residents. A US-formed LLC is domestic regardless of who owns it.
- Still must file: a company formed under foreign law that has registered to do business in the US — and even then it reports only its non-US beneficial owners; US persons are not reported.
What changed (and why old guides are wrong)
The CTA took effect January 1, 2024 and originally required almost every US LLC and corporation to file BOI within 90 days (2024 entities) or 30 days (2025 entities), with civil penalties around $591/day. Through 2024 the requirement was repeatedly enjoined and reinstated by courts. On March 2, 2025 Treasury said it would not enforce the rule against US citizens or domestic companies, and on March 21, 2025 FinCEN issued an interim final rule that removed domestic entities from the definition of "reporting company." So any guide telling a US LLC owner to "file within 90 days or face $591/day" is describing a rule that no longer applies to them.
Foreign reporting companies: deadlines and what to file
If you genuinely are a foreign-formed entity registered to do business in the US:
| Situation | Deadline |
|---|---|
| Registered in the US before March 26, 2025 | Was due by April 25, 2025 |
| Registered on or after March 26, 2025 | 30 calendar days after registration is effective |
| Change to previously reported info | 30 calendar days after the change |
You report the company's details and each non-US beneficial owner — full legal name, date of birth, residential address, an identifying number from a passport or similar document, and an image of that ID. A beneficial owner is anyone who owns/controls 25%+ or exercises substantial control. Filing is free at boiefiling.fincen.gov; no account is required. US-person owners are not reported.
If you already filed (or paid a service to file)
Nothing to undo — a previously filed report does no harm. But for a US-formed LLC you no longer need to submit updates, and you should not be paying any ongoing "annual BOI filing" service. If a formation or compliance provider is still billing you for BOI filing on a domestic LLC, that charge is for a requirement that no longer exists — cancel it.
Frequently asked questions
Does a non-resident-owned US LLC file BOI in 2026? No. A US-formed LLC is a domestic entity no matter who owns it, and domestic entities are exempt under the March 2025 rule. Only foreign-formed entities registered in the US file — and they do not report US-person owners.
Is the $591/day penalty still a risk? Not for domestic US LLCs — with no filing obligation there is nothing to penalize. Penalties only apply to foreign reporting companies that fail to file.
I formed my LLC in 2024 and never filed — am I in trouble? For a US-formed LLC, no — the obligation was removed for domestic entities. There is nothing to catch up on. (If you are a foreign-formed entity, check the deadlines above.)
Could this change again? Yes — the CTA has been through court injunctions and rule revisions, and a future rule or court ruling could broaden it again. Always check fincen.gov/boi for the current status before acting.
Should I still keep ownership records? Yes — clear records of members and ownership percentages still matter for bank KYC, your operating agreement, and taxes, independent of BOI.
Where to go next
Forming an LLC? See our Wyoming LLC formation guide or take the jurisdiction finder quiz. Non-residents: the non-resident US LLC guide and EIN guide for non-residents cover the steps that do still apply — EIN, banking, and Form 5472.
Educational only, not legal advice. The Corporate Transparency Act has changed repeatedly; verify the current rule at fincen.gov/boi and consult a qualified attorney for your situation.