Enterprise
Individual & Small Business
After FinCEN's 2025 and 2026 changes, BOI reporting applies only to foreign companies that register to do business in the US. Here's what triggers it, the deadline, what to report and how to file.
The free BOI Reporting Checker calculates the 30-day deadline from your registration notice date.
Is your company a "foreign reporting company"?
Under 31 CFR 1010.380(c)(1), as amended by the final rule effective August 14, 2026, a reporting company is a corporation, LLC or other entity that is:
- formed under the law of a foreign country, and
- registered to do business in any US state or tribal jurisdiction by filing a document with a secretary of state or similar office.
| Your company | Reporting company? |
|---|---|
| Formed abroad and registered as a foreign entity in a US state (a "foreign qualification") | Yes, unless an exemption applies |
| Formed abroad, sells to US customers, not registered in any state | No |
| Formed abroad, owns a US LLC, but isn't itself registered in a state | No (the US LLC is also exempt as a US-created entity) |
| Formed in a US state, with foreign owners | No, it's a US-created entity |
The second test is about a filing with a state. US customers or a US bank account alone don't make a foreign company a reporting company.
Could your company be exempt?
Yes, possibly. FinCEN's FAQs list 23 types of exempt entities, set out in 31 CFR 1010.380(c)(2). For foreign businesses, the ones most often discussed are:
| Exemption | In short |
|---|---|
| Large operating company | More than 20 full-time employees in the US, an operating presence at a physical office in the US, and a prior-year US federal income tax or information return showing more than $5,000,000 of gross receipts or sales (excluding receipts from outside the US) |
| Subsidiary of certain exempt entities | Controlled or wholly owned, directly or indirectly, by certain exempt entities, such as a large operating company or an SEC reporting issuer |
| Regulated financial firms | Banks, broker-dealers, registered investment advisers, insurance companies and others registered with US regulators |
| Securities reporting issuer | Issuers registered with, or reporting to, the SEC under the Exchange Act |
Each exemption has precise conditions. Keep a written record of why yours applies. If the company later stops qualifying, it must file a report within 30 calendar days.
What is the deadline?
| When the company registered in the US | Initial report due |
|---|---|
| Before March 26, 2025 | April 25, 2025 |
| On or after March 26, 2025 | Within 30 calendar days of the earlier of: actual notice that the registration is effective, or public notice by the secretary of state (for example, the company appearing in a public registry) |
Example: a company receives notice on October 1, 2026 that its registration with a US state is effective, and the state hasn't published earlier public notice. The report is due by October 31, 2026. The rule counts calendar days, so weekends count.
Registered before March 26, 2025 and haven't filed? That deadline has passed. Consider getting advice on how to file now.
Who counts as a beneficial owner, and who gets reported?
A beneficial owner is any individual who, directly or indirectly:
- exercises substantial control over the company, or
- owns or controls at least 25% of its ownership interests.
A company applicant is the individual who directly filed the document that first registered the company in the US, plus the individual mainly responsible for directing that filing (if more than one was involved). Companies created or registered before January 1, 2024 don't report company applicants.
The big change: US persons are not reported. Under the current rule:
- reporting companies are exempt from reporting US-person beneficial owners and US-person company applicants, and
- US persons don't need to provide their information to reporting companies.
So a foreign company with one US-citizen director and one non-US 60% owner reports only the non-US owner (plus any non-US company applicants).
"US person" follows IRC §7701(a)(30). For individuals, that generally means US citizens and US residents.
What information goes in the report?
About the company:
- full legal name and any trade or "doing business as" names
- the street address of its principal place of business in the US, or, if none, the primary US location where it does business
- its foreign country of formation
- the US state or tribal jurisdiction where it first registered
- its IRS taxpayer identification number (such as an EIN), or, if it has none, its foreign tax ID and the issuing country
About each non-US beneficial owner and company applicant:
- full legal name and date of birth
- residential address (or business address, for a company applicant who registers companies as part of their business)
- an ID number from a non-expired passport or other acceptable document, and the issuing jurisdiction
- an image of that document
Individuals can get a FinCEN ID (fincenid.fincen.gov) and give it to the company instead. A non-US person with a FinCEN ID must update or correct it within 30 days of any change or error.
How do you file, and what does it cost?
File online through FinCEN's BOI E-Filing System at boiefiling.fincen.gov. FinCEN says there is no fee to file BOI directly with FinCEN.
After the initial report:
- Updates: file within 30 calendar days of any change to reported information, such as a new non-US beneficial owner or a changed address.
- Corrections: file within 30 calendar days of learning a report was inaccurate.
What are the penalties for not filing?
For willful violations, the CTA (31 U.S.C. 5336(h)(3)) sets a civil penalty of up to $500 per day the violation continues, and criminal fines of up to $10,000, up to two years in prison, or both (statutory amounts).
Does your company have US tax filings too?
Often, yes, separately from BOI. If it owns a US single-member LLC, that LLC generally must file Form 5472 with a pro forma Form 1120 for years with reportable transactions. The penalty for not filing is $25,000 per tax year (IRC 6038A(d)). Check with the free Form 5472 Checker.
How can RAHA help?
RAHA Financials offers a Foreign-Owned LLC Compliance Review (BOI + Form 5472). It's a fixed price, quoted upfront. It includes a check of your BOI reporting status under the current FinCEN rule, a Form 5472 requirement review, an annual compliance calendar and filing support where needed. Request a consultation, or see our global services.
For background, read BOI Reporting in 2026: Who Still Has to File?. If your company was formed in the US, see Does My US LLC Need a BOI Report?.
Frequently asked questions
How many days does a foreign company have to file a BOI report?
30 calendar days from the earlier of actual notice that its US registration is effective or public notice by the state.
Does a foreign company that only sells online to US customers need to file?
Not unless it is registered to do business in a US state or tribal jurisdiction by a filing with a secretary of state or similar office.
Do we report our US-citizen shareholders?
No. Reporting companies don't report US-person beneficial owners or US-person company applicants.
We registered in 2024 and never filed. What now?
The deadline for companies registered before March 26, 2025 was April 25, 2025. Filing as soon as possible is generally advisable. Consider professional advice on your situation.
Is there a filing fee?
FinCEN says there is no fee to file BOI directly with FinCEN.
Our company became exempt after filing. Do we tell FinCEN?
Yes. The regulation treats newly meeting an exemption after an initial report as a change, and an updated report is due.
Sources
- 31 CFR 1010.380: https://www.ecfr.gov/current/title-31/section-1010.380
- Final rule, 91 FR 52508 (Aug. 14, 2026): https://www.federalregister.gov/documents/2026/08/14/2026-16576/beneficial-ownership-information-reporting-requirement-revision
- FinCEN BOI page: https://www.fincen.gov/boi
- FinCEN BOI FAQs: https://www.fincen.gov/boi-faqs
- 31 U.S.C. 5336: https://www.law.cornell.edu/uscode/text/31/5336
- Instructions for Form 5472: https://www.irs.gov/instructions/i5472
This guide provides general information for educational purposes and is not tax, legal or accounting advice. Consult a qualified professional before acting.