Does your LLC have to file a BOI report?

A limited liability company formed in a US state does not file a beneficial ownership information report. FinCEN’s published position is that US companies are exempt from the requirement and are no longer required to file.

If that answers your question, you can stop here. The rest of this page is about why so much of what you will read says something different, and how to check the position yourself rather than trusting anyone’s summary of it — ours included.

The Corporate Transparency Act took effect on 1 January 2024 and required a very large number of small US companies to report their beneficial owners to FinCEN. That regime was real, it was widely written about, and for most of 2024 the advice to file was correct.

It then changed. An interim final rule published on 26 March 2025 revised the definition of “reporting company” so that it covers only entities formed under the law of a foreign country that register to do business in the United States. US-formed companies fell out of scope, and US persons stopped having to provide their information to anyone.

And then it settled. For over a year that change sat in an interim rule, which is why so much writing about it hedges — an interim rule can be withdrawn or altered when the final version arrives. The final version has now arrived and it kept the exemption.

If you want a single citation to check, use the final rule: Beneficial Ownership Information Reporting Requirement Revision, 91 FR 52508. The interim rule it replaced was at 90 FR 13688, and a great deal of writing still cites that one — it is not wrong about the outcome, but it is no longer the instrument in force.

Foreign reporting companies. In FinCEN’s words, entities including corporations and limited liability companies formed under the law of a foreign country that have registered to do business in the United States.

That is a narrow group, and it is not the group most people worry they are in. It does not mean a US company with a foreign owner. It means a company that legally exists somewhere else and has registered itself into a US state.

There is one more point that surprises people in the last row. A foreign reporting company does not report its US-person beneficial owners. FinCEN exempts US persons from having to provide that information, so a foreign company with American owners reports the company without reporting them.

The deadline, if you are in that group

A foreign company that registered to do business in the US on or after 26 March 2025 has 30 calendar days from notice that its registration is effective. Companies registered before that date were given until 25 April 2025, which has passed.

Not filing a BOI report is not the same as nobody knowing who owns your company. Three things are unaffected, and they are the three that matter in practice.

• Your bank still has to identify you. FinCEN’s Customer Due Diligence rule, 31 C.F.R. §1010.230, requires a financial institution to identify and verify every beneficial owner holding 25% or more, plus one individual who controls the company. That is a separate rule under the same regulator, it was never part of the Corporate Transparency Act, and it did not change.
• The IRS has your name. Someone had to be the responsible party on the EIN application.
• Your registered agent knows who you are, and can be subpoenaed.

It also does not touch your other federal filings. If your LLC is foreign-owned and treated as a disregarded entity, the Form 5472 obligation is a completely separate matter with its own deadline and its own penalty, and the fact that you owe no BOI report says nothing about it.

Because this rule has moved more than once, the useful thing is not our answer but a way to test it. Go to fincen.gov/boi. It is the regulator’s own page and it states the current position plainly.

That is also a fair test of anyone writing about this subject. A page that tells you the requirement changed but cannot point you at the rule is asking you to take its word for it.