U.S. Beneficial Ownership Registry Update: Domestic Companies Now Exempt From BOI Reporting
U.S. companies and U.S. persons are no longer required to report beneficial ownership information (BOI) to FinCEN. On March 26, 2025, the Financial Crimes Enforcement Network (FinCEN) published an interim final rule that eliminates BOI reporting requirements for all entities created in the United States, including LLCs, corporations, and other domestic entities that were previously required to file under the Corporate Transparency Act (CTA).
This means if you own a U.S.-formed company, whether you live in the U.S. or abroad, you do not need to file a beneficial ownership report with FinCEN. The filing requirement now applies only to foreign entities registered to do business in the U.S., and even those entities are not required to report U.S. person beneficial owners.
According to the U.S. Treasury Department, the interim final rule is effective immediately. FinCEN has stated it will not enforce BOI penalties or fines against U.S. companies or U.S. persons. A final rule is expected later in 2026. Here’s the full timeline of what happened, who is still affected, and what expat business owners need to know.
Not Sure If Your Business Still Needs to Report?
What Changed and When
| Date | Event |
|---|---|
| January 1, 2021 | Corporate Transparency Act (CTA) was enacted as part of the National Defense Authorization Act |
| January 1, 2024 | FinCEN’s BOI reporting rule took effect; domestic companies began filing |
| March 1, 2025 | Federal court in National Small Business United v. Yellen declared the CTA unconstitutional (for plaintiffs only) |
| March 2, 2025 | Treasury Department announced it would suspend enforcement against U.S. companies and U.S. persons |
| March 21, 2025 | FinCEN issued an interim final rule exempting all domestic companies |
| March 26, 2025 | Interim final rule published in the Federal Register; effective immediately |
| Late 2025 (planned) | FinCEN planned to issue a final rule; delayed due to a lapse in appropriations |
| As of March 2026 | Interim final rule remains in effect; final rule not yet issued |
Who Is Now Exempt From BOI Reporting?
| Entity Type | Must File BOI? |
|---|---|
| U.S.-formed LLC | No (exempt) |
| U.S.-formed corporation | No (exempt) |
| U.S.-formed partnership | No (exempt) |
| Any entity created under U.S. state law | No (exempt) |
| U.S. persons who are beneficial owners | No (exempt from providing information) |
| Foreign entity registered to do business in a U.S. state | Yes (must file, but not required to report U.S. person beneficial owners) |
The exemption applies regardless of where the beneficial owners live. If you’re an American expat who owns a Delaware LLC or a Wyoming corporation, you do not need to file BOI reports with FinCEN.
What About Foreign Companies Registered in the U.S.?
Foreign entities that are registered to do business in any U.S. state or tribal jurisdiction by filing a document with a secretary of state (or similar office) are still considered “reporting companies” and must file BOI reports with FinCEN under the following deadlines:
- Registered before March 26, 2025: Must file by April 25, 2025
- Registered on or after March 26, 2025: Must file within 30 calendar days of receiving notice that registration is effective
However, even these foreign reporting companies are not required to report the BOI of any U.S. persons who are beneficial owners. U.S. persons are fully exempt from providing their information to any reporting company.
How Does This Affect Expat Business Owners?
U.S. Companies Owned by Expats
If you formed your business under U.S. law (LLC, corporation, partnership), you are fully exempt from BOI reporting regardless of where you live. This applies whether you’re in London, Tokyo, Dubai, or anywhere else. No filing is required with FinCEN.
Foreign Companies Owned by Expats
If you own a foreign company (formed under the law of another country) that is registered to do business in a U.S. state, that company may still need to file BOI reports with FinCEN. However, you (as a U.S. person beneficial owner) are not required to provide your BOI, and the company does not need to report your information.
Foreign Companies Not Registered in the U.S.
If your foreign company is not registered to do business in any U.S. state, it has no BOI filing obligation with FinCEN. Your U.S. tax reporting obligations for the foreign company (such as Form 5471 for foreign corporations or Form 8865 for foreign partnerships) remain unchanged and are separate from BOI reporting.
What If I Already Filed a BOI Report?
If you already submitted a BOI report for your U.S. company before the exemption took effect, no action is required. The report is on file, but you have no ongoing obligation to update it. FinCEN has stated it will not enforce penalties against U.S. companies or U.S. persons.
Could BOI Reporting Come Back for U.S. Companies?
The interim final rule is not necessarily permanent. FinCEN originally planned to issue a final rule by the end of 2025, but progress was delayed due to various factors, including a lapse in government appropriations. As of March 2026, the interim final rule remains in effect, and no final rule has been published. A future administration could reinstate reporting requirements for domestic companies to align with the CTA’s original congressional intent. The Eleventh Circuit upheld the constitutionality of the CTA in late 2025, which means the underlying law remains valid even though enforcement against domestic companies has been suspended.
For now, U.S. companies and U.S. persons should treat the exemption as current law and plan accordingly.
Other Reporting Requirements for Expat Business Owners
While BOI reporting has been eliminated for U.S. companies, your other IRS reporting obligations for foreign business activities remain fully in effect:
| Requirement | What It Covers |
|---|---|
| Form 5471 | Information return for U.S. shareholders of foreign corporations |
| Form 8865 | Information return for U.S. persons with interests in foreign partnerships |
| Form 8858 | Information return for foreign disregarded entities |
| GILTI (Form 8992) | Tax on certain foreign corporation profits |
| FBAR (FinCEN Form 114) | Foreign bank account reporting if accounts exceed $10,000 |
| Form 8938 | FATCA reporting for foreign financial assets exceeding thresholds |
Penalties for failing to file these IRS information returns start at $10,000 per form, per year. For a full overview of which forms apply to your situation, see our foreign business tax reporting guide.
Frequently Asked Questions
No. All entities created in the United States are exempt from BOI reporting as of March 26, 2025. This includes LLCs, corporations, partnerships, and any other entity formed under U.S. state law.
No. The exemption applies regardless of the beneficial owner’s location. Your U.S.-formed company has no BOI filing obligation.
No. BOI reporting (FinCEN) and IRS information returns (Form 5471, Form 8865, FBAR, etc.) are completely separate requirements administered by different agencies. The BOI exemption does not change any IRS filing obligations.
That foreign company must still file BOI reports with FinCEN. However, the company is not required to report the BOI of U.S. person beneficial owners, and you (as a U.S. person) are not required to provide your information.
Possibly. The current rule is an interim final rule. FinCEN planned to issue a final rule by the end of 2025, but this was delayed. The Eleventh Circuit upheld the CTA’s constitutionality in late 2025, so the underlying law remains valid. A future administration could reinstate domestic company reporting. Monitor FinCEN’s BOI page for updates.
No. FinCEN has stated it will not enforce BOI penalties or fines against U.S. companies or U.S. persons under the interim final rule.
At Greenback, we help expat business owners stay compliant with IRS reporting requirements for foreign companies, including Form 5471, Form 8865, GILTI, and FBAR. While BOI reporting is no longer required for U.S. companies, your IRS obligations for foreign business activities remain in full effect and carry significant penalties for non-filing.
If you’re ready to be matched with a Greenback accountant, click the get started button below. For general questions about expat business tax reporting or working with Greenback, contact our Customer Champions.
Make Sure Your Business Stays Compliant
This article is for informational purposes only and should not be considered legal or tax advice. The BOI reporting landscape has changed multiple times since 2024. The interim final rule published March 26, 2025, is current as of this writing but may be modified when FinCEN issues its final rule. For the latest guidance, see FinCEN’s BOI page and the interim final rule. Always consult with qualified legal and tax professionals regarding your specific situation.
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