BOI guide

BOI report: does your company still need to file one?

Checked 3 October 2026

Not if it was formed in a US state, wherever its owners live. Since FinCEN's final rule of August 2026, only companies formed abroad that register in a US state still file one, within 30 days.

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What changed

From 2024, the Corporate Transparency Act asked almost every small US company to report its owners to FinCEN, the US Treasury's financial crimes bureau. That's the rule most older guides and reminder letters describe. It no longer applies to US companies:

  • March 2025: an interim final rule exempted companies formed in the US, and US persons.
  • 11 August 2026: FinCEN made that permanent in a final rule, in force from 14 August 2026.

FinCEN's own site now warns that some of its older answers are out of date, and asks readers to ignore any guidance saying US companies must report.

Who still files

Your companyBOI report?
An LLC or corporation formed in any US stateNo
The same, owned by people who live outside the USNo. It's still a US company.
A US company owned by a company abroadNo. It was formed in a US state.
A company formed abroad that registers to do business in a US stateYes, within 30 days of being told the registration is effective
A company formed abroad that hasn't registered in any stateNo, unless it registers

Some companies formed abroad don't report even after registering, such as banks, listed companies and large operating companies. FinCEN lists 23 exemptions in its BOI FAQs.

What a company formed abroad reports

The report is filed online through FinCEN's BOI E-Filing system, and there's no fee. It covers:

  • The company: its legal name and any trade names, its US address (or, if it's run from abroad, the address it does business from in the US), the country it was formed in, the state where it first registered, and its EIN or foreign tax number.
  • Its beneficial owners: anyone who has substantial control over the company or owns at least 25% of it. For each one: name, date of birth, home address, and the number and an image of their passport or other ID.
  • Its company applicants: up to two people, whoever filed the state registration and whoever directed the filing.

Owners and applicants who are US persons, such as US citizens, are left out. If anything reported changes, the company files an updated report within 30 days; if it finds a mistake, it corrects it within 30 days of finding out.

What a US company files instead

No BOI report doesn't mean nothing to file. A US company's yearly paperwork is with its state and the IRS:

  • A state report, every year or two in most states, usually with a fee. What each state asks for
  • A registered agent in its state, all year round.
  • Form 5472 with a pro forma Form 1120 every year if it's a single-owner LLC owned by someone outside the US, even with no income. Missing it can cost $25,000.

And your bank will still ask who owns and controls the company when you open an account. That comes from a separate rule for banks, which hasn't changed.

Mistakes to avoid

  • Paying to file a report your US company doesn't need. Some sites still sell BOI filings to US companies, and plenty of older guides still say they're required.
  • Answering letters or emails that ask for a BOI fee. FinCEN charges no fee and doesn't send unsolicited requests for information or payment. It has warned about scams using its name.
  • Missing the 30 days, for a company formed abroad. The clock starts when the company is told its registration is effective, or when the state first makes it public if that's earlier, not when it applies.
  • Reporting US owners. A company formed abroad leaves out owners and applicants who are US persons.
  • Forgetting the updates. A new owner, a new address or any other change to what was reported means an updated report within 30 days.

What we handle for your US company

For most founders, the BOI question ends once the company is formed in a US state. What's left are the filings above, and that's the part we take off your hands.

  • We form your LLC or corporation in the state you choose. As a US company, it has no BOI report to file.
  • A registered agent in that state for the first year, through our provider, in our Complete package.
  • A reminder before every state report is due.
  • A bank application checklist, so you're ready for the ownership questions banks still ask.
  • With one owner abroad, a reminder before Form 5472 is due every year.

Start your LLC or corporation Ask us first

Already have a US company? We file its state reports too.

Questions people ask about BOI reports

Does a US LLC owned by someone outside the US file a BOI report?

No. It was formed in a US state, so it's a US company, and US companies are exempt. Where its owners live doesn't change that.

I filed a BOI report for my US company before. Do I need to do anything now?

No. US companies no longer have to report, so there's nothing more to file, update or correct.

Is there a fee to file a BOI report?

Not to FinCEN. Filing through its BOI E-Filing system is free, and FinCEN doesn't send unsolicited requests for payment.

Does my bank still need to know who owns my company?

Yes. That's a separate rule: banks collect the owners' details of company customers when an account is opened, and that hasn't changed.

What are the penalties for not filing?

They only apply to companies that still have to report. For those, willfully failing to file can bring a civil penalty of up to $500 for each day it continues (adjusted each year for inflation), and criminal penalties of up to two years in prison and a $10,000 fine.

Sources

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