If you formed an LLC in Wyoming, Delaware, Florida, or any other US state, and someone is still selling you a beneficial ownership report, stop. Under the rule FinCEN put in place in March 2025, your company almost certainly does not have to file one. The requirement did not get delayed. For companies formed in the United States it was removed.
What changed, in one paragraph
The Corporate Transparency Act took effect in January 2024 and required most small US companies to report their beneficial owners to FinCEN. Through 2024 the deadlines moved repeatedly while the rule was challenged in court. On 21 March 2025 FinCEN announced an interim final rule, published on 26 March 2025, that narrowed the definition of a "reporting company" to entities formed under the law of a foreign country that have registered to do business in a US state. Everything formed inside the United States, and every US person who owns one, was exempted.
That is the part most articles online have not caught up with. Search results are still full of 2024 guidance warning about $500-a-day penalties and January deadlines, written before the rule changed and never updated.
The test: where was the company formed?
Ownership is not the trigger. Formation is.
| Your situation | BOI report? |
|---|---|
| Wyoming LLC, owned 100% by a non-US person | No |
| Delaware C-Corp, foreign founders, US investors | No |
| Florida LLC, owned by a UK holding company | No |
| UK Ltd registered to do business in New York | Yes |
| Singapore Pte Ltd qualified as a foreign LLC in California | Yes |
The first three are the shape almost every reader of this site has. A company created by filing with a US Secretary of State is a domestic entity no matter who owns it, and domestic entities are outside the reporting rule.
The last two are different. Those are companies that already existed abroad and then registered in a US state to operate there. They remain reporting companies, and they report only their non-US beneficial owners.
Why so many founders still think they owe a filing
Three things keep this confusion alive.
The content is stale. A large volume of BOI guidance was written between late 2023 and early 2025, when the requirement genuinely applied to millions of small companies. Most of it has never been revised. If a page still talks about a 1 January 2025 deadline for existing companies, it is describing a rule that no longer applies to you.
Filing services still sell it. BOI filing was a tidy add-on product: a simple form, a scary penalty, a fee of $50 to $300. Some providers still offer it, and some still bundle it into formation packages without checking whether the client needs it.
The scam mail did not stop. Letters and emails offering "mandatory BOI filing" for a fee have circulated since 2024, often carrying official-looking seals. FinCEN has never charged a fee for BOI filing and does not send unsolicited requests for it.
If you already filed, do you need to do anything?
No. A report filed while the earlier rule was in force is not a problem, and there is nothing to withdraw. If your ownership has since changed, you also do not need to file an update, because you are no longer a reporting company.
If you paid a provider for a filing you did not need, that is between you and the provider. It is worth checking whether an annual "BOI monitoring" charge is still sitting on your invoice.
What actually replaced it on your compliance calendar
Losing the BOI obligation does not leave a foreign-owned US company with nothing to file. The items below are the ones that carry real penalties, and they are easy to miss precisely because BOI absorbed so much attention.
- Form 5472 with a pro forma Form 1120. A foreign-owned single-member LLC files this every year, including years with no revenue, and the penalty for missing it starts at $25,000. This is the filing that actually catches people. We cover it in detail in the Form 5472 guide.
- Your state annual report or franchise tax. Wyoming, Delaware, and Nevada each have their own deadline and fee, and late payment carries penalties and eventual administrative dissolution.
- Registered agent in good standing. If your agent resigns or your address goes stale, service of process and state notices stop reaching you.
- Federal income tax return, if the entity owes one. Whether it does depends on the entity's classification and on whether it has effectively connected income, not on where you formed it.
- Sales tax registration, in states where your activity creates nexus. Selling through a marketplace changes this analysis, but it does not always eliminate it.
If your US plan runs through Amazon, forming a company is only one of the routes in. Our sister company under the same parent, Karimex, works as the buying distributor for overseas brands, which moves the import and seller-of-record questions off your side entirely.
How to check your own position in two minutes
- Find your formation document. If it was issued by a US Secretary of State, you are a domestic entity and you have no BOI obligation.
- If your company was formed abroad, check whether it is registered to do business in any US state. If it is, it is a foreign reporting company and it files, reporting non-US beneficial owners only.
- If your only US presence is a bank account, a marketplace seller account, or a warehouse relationship, and no state registration, you have no BOI filing to make.
Rules in this area have moved more than once, and the repeal of the underlying statute has been raised in Congress more than once as well. Anything you read here, including this page, is worth checking against FinCEN's own BOI page before you act on it.
The short version
If your company was formed in a US state, you do not file a BOI report, and your nationality does not change that. If your company was formed abroad and then registered in a US state, you do. Anyone charging you for the first case is charging you for nothing.
Not sure what your company actually owes?
We keep the filing calendar for foreign-owned US companies: the annual state report, Form 5472, 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 interim final rule of March 2025 narrowed the reporting company definition to entities formed under foreign law that have registered to do business in a US state. An LLC formed in any US state is a domestic entity and is exempt, regardless of who owns it or where they live.
Who still has to file a BOI report?
Companies formed under the law of a foreign country that have registered to do business in a US state or tribal jurisdiction by filing with a secretary of state or similar office. These foreign reporting companies report their non-US beneficial owners only.
I filed a BOI report last year. Do I need to withdraw it or update it?
No. A report filed while the earlier rule applied is not a problem and there is nothing to withdraw. You also do not need to file updates for ownership changes, because you are no longer a reporting company.
I am being asked to pay for a mandatory BOI filing. Is that legitimate?
Check who is asking. FinCEN has never charged a fee for BOI filing and does not send unsolicited requests for it. Solicitations offering mandatory BOI filing for a fee have circulated since 2024, often with official-looking branding.
If I do not file BOI, what should be on my compliance calendar instead?
For a foreign-owned single-member LLC the significant items are Form 5472 with a pro forma Form 1120 each year, your state annual report or franchise tax, keeping a registered agent in good standing, a federal return if the entity owes one, and sales tax registration where your activity creates nexus.
Could the BOI requirement come back?
It could change again. The March 2025 rule was an interim final rule, and the underlying Corporate Transparency Act has been the subject of both litigation and repeal proposals. Check FinCEN's BOI page before acting on any guidance, including this page.
Sources: FinCEN beneficial ownership information page and the interim final rule published 26 March 2025; Corporate Transparency Act as enacted. Current as of 27 July 2026. This area has changed more than once; verify at fincen.gov/boi before acting.