BOI Reporting in 2026: Do Foreign-Owned US LLCs Still Need to File?
The latest on FinCEN beneficial ownership (BOI) reporting: why US-formed LLCs owned by non-residents are now exempt, who still has to file, and what has not changed.
Few US compliance topics caused as much confusion in 2024 and 2025 as beneficial ownership information (BOI) reporting. Deadlines were announced, suspended by courts, reinstated and changed again. Many non-resident owners still are not sure whether they need to file.
Here is where things stand for foreign-owned US companies, and what has not changed.
What BOI reporting was
The Corporate Transparency Act, passed in 2021, required most small companies doing business in the USA to report information about their beneficial owners (the people who own or control them) to FinCEN, the US Treasury's financial crimes agency. The goal was to make it harder to hide money behind anonymous companies.
Originally, almost every small LLC and corporation formed in the USA, including those owned by non-residents, was expected to file an initial BOI report, and update it when ownership changed.
What changed in 2025
In March 2025, FinCEN issued a rule that exempts entities created in the United States, and their beneficial owners, from BOI reporting. This domestic-company exemption applies regardless of the owners' nationality.
As a result, under the current rules, a Wyoming, Delaware, Arizona or other US-formed LLC or corporation owned by a non-resident is generally not required to file a BOI report.
Who still has to file?
BOI reporting now focuses on foreign reporting companies: entities formed under the laws of another country that have registered to do business in a US state. These companies must report their beneficial owners, unless an exemption applies. Under the revised rule, they generally do not need to report US-person beneficial owners.
| Your situation | BOI report under current rules? |
|---|---|
| US LLC (any state) owned by a non-resident | Generally not required |
| US corporation owned by a non-resident | Generally not required |
| Your home-country company registered to do business in a US state | May be required |
| Your home-country company with no US registration | Not applicable |
If you filed a BOI report before
If your US company filed a BOI report in 2024 or early 2025, nothing further is required under the current domestic-company exemption. There is no need to withdraw it.
Don't confuse BOI with tax filings
BOI was never a tax return, and the exemption does not affect your IRS obligations. A foreign-owned single-member LLC must still file Form 5472 with a pro forma 1120 every year, with a $25,000 penalty if it is missed. See Form 5472 explained.
Banks also continue to collect beneficial ownership information when you open an account, under their own rules. See KYC documents for US business banking.
Could the rules change again?
Yes. FinCEN's approach has changed several times, and further rulemaking or legislation is possible. We monitor developments and tell our clients directly if anything requires action.
What we recommend
- Keep your company's ownership records up to date: operating agreement, share register, changes in ownership.
- Keep your IRS and state filings current, which matter far more than BOI for foreign owners today.
- If you have a foreign company registered in a US state, check whether it must file.
How UCB helps
We track BOI developments for our clients and handle the filings that do apply, including annual federal returns through our US tax filing service and state annual reports. If your home-country company is registered in a US state, we review whether it has a BOI obligation.
Related reading: annual requirements for a foreign-owned LLC and US company for a foreign parent.
Received a message saying you must file a BOI report? WhatsApp us at +91 8105 199 399 or email info@ucbsolutions.com before paying anyone, and we will tell you whether it applies.
Let our experts handle it for you
Every business is different. Message us with your country, business type and goals, and we will recommend the right structure, state and package. We do the work; you focus on your business.
This article is general information for non-resident business owners and is not legal or tax advice. Rules and fees change; contact us to confirm what applies to your situation.
