Do US LLCs need to file a BOI report? For almost all of them, no. Under a FinCEN rule that took effect in March 2025 and is still in effect, companies created in the United States, and the US persons who own them, are exempt from filing a Beneficial Ownership Information (BOI) report. The requirement now applies only to companies formed under another country's law that then register to do business in a US state. If you formed your LLC in a US state, you almost certainly have nothing to file.
If your LLC was created by filing with a US state, it is a domestic company and does not file a BOI report.
The rule now covers only entities formed under another country's law that register to do business in a US state.
FinCEN can still change it, so confirm the current position on FinCEN.gov before you rely on it.
If you formed a US LLC in the last couple of years, you probably heard that you had to file a Beneficial Ownership Information report, or BOI report, with FinCEN under the Corporate Transparency Act. That changed in 2025, and a lot of guidance online is still out of date. Here is the current rule, who it still applies to, and what it means if you already filed. This is general information about a federal reporting rule, not legal or tax advice.
Do US LLCs need to file a BOI report?
For the large majority, no. A BOI report is a one-time filing that tells FinCEN who ultimately owns and controls a company. When the Corporate Transparency Act took effect in 2024, most small companies, including LLCs, had to file one. In March 2025 FinCEN issued an interim final rule that removed that requirement for every company created in the United States. So if you formed your LLC by filing articles of organization with a US state, you are a domestic company, and a domestic company no longer files a BOI report. Here is how it breaks down.
Your company | File a BOI report? | Why |
|---|---|---|
An LLC you formed in a US state | No | A company created in the US is domestic, and domestic companies were exempted in 2025 |
A US LLC owned by a non-US resident | No | It is still US-formed; the exemption is about where the company was formed, not who owns it |
A company formed under another country's law that registers in a US state | Yes | This is a "foreign reporting company," the only type the rule still covers |
A US person who is a beneficial owner of any company | No | US persons are not reported, even by a foreign reporting company |
What changed in 2025
The Corporate Transparency Act did not disappear, but FinCEN narrowed who it applies to. The interim final rule, issued in March 2025, rewrote the definition of a "reporting company" so that it now means only an entity formed under the law of a foreign country that has registered to do business in a US state or tribal jurisdiction. Everything that used to be called a "domestic reporting company," which is the bucket that nearly every US LLC fell into, is now exempt, along with its beneficial owners. In plain terms, the report most US founders were told to file in 2024 is no longer theirs to file.
Who still has to file
The exemption turns on one thing: where your company was formed. That distinction trips people up, so it is worth being precise. A founder living abroad who forms an LLC in Wyoming or Delaware has created a US company, so they are exempt, the same as any other US LLC. What the rule still covers is the opposite situation: a business that already exists under another country's law and then registers to do business in a US state. That is a "foreign reporting company," and it must still file a BOI report under FinCEN's deadlines. Even then, a foreign reporting company does not report any of its US-person owners.
If you still have to file: what a foreign reporting company reports
Almost every reader can stop at the section above: a US-formed LLC has nothing to file. This part is only for the narrow group the rule still covers: a company that already exists under another country's law and has registered to do business in a US state. If that is you, here is what FinCEN still expects, in plain terms.
When the report is due
These deadlines apply only to foreign reporting companies. A foreign company that was already registered in a US state before the rule was published in late March 2025 was given 30 days from that date to file. A foreign company that registers on or after that date has 30 days from the moment its US registration becomes effective. Because these dates sit inside an interim rule that FinCEN can still revise, confirm the current deadline on FinCEN.gov before you rely on it.
Who counts as a beneficial owner
A beneficial owner is always an individual, never a company or a trust itself. A person counts if they either own or control at least 25% of the company, or exercise substantial control over it. Substantial control covers a senior officer such as the CEO or CFO, anyone with the power to appoint or remove senior officers or most of the board, and anyone who is an important decision-maker. Ownership held through an intermediate company is traced back to the individuals behind it. One carve-out matters for our readers. A foreign reporting company does not report its US-person beneficial owners. Company applicants are a separate question: a foreign company that registered in a US state on or after January 1, 2024 may still have to report its company applicants, the people who handled that US registration, so confirm that detail on FinCEN.gov.
What goes in the report
For the company, and for each beneficial owner who is reported, FinCEN asks for a defined set of details:
What is reported | The details |
|---|---|
The company | Full legal name, any trade names, its current US street address, the formation or registration jurisdiction, and its taxpayer ID such as the EIN |
Each reported beneficial owner | Full legal name, date of birth, current residential address, and a number from an acceptable ID document such as a passport, with the issuing country and an image of that document |
How it is filed
The report is filed online through FinCEN's BOI E-Filing system, and there is no government fee to file it. You can complete it yourself or have a preparer do it. A foreign reporting company that is required to file and willfully does not can face civil penalties that add up for each day it is late. In serious cases, criminal penalties apply as well. None of this reaches a US-formed LLC, which has no report to file and no fee to pay.
Using a FinCEN identifier
A FinCEN identifier is a small convenience that, again, only matters if you are in the group that still files. It is a unique number FinCEN issues on request, after you give it the same identifying details a report would contain. Each individual or company can hold only one. Once you have it, a reporting company can put your FinCEN identifier on a BOI report in place of repeating all of your personal details. An entity's identifier can stand in for beneficial-owner information only in the narrow case where the ownership runs through that entity and the owners are the exact same people.
You request one through FinCEN's online form and keep it current the same way you would a report, by reporting any change to your details within 30 days. The payoff is that any BOI report relying on your identifier updates automatically when you update the identifier itself. Your information then lives in one place rather than across every filing that names you.
Other ways a company can be exempt
The domestic-company exemption is the one that covers nearly every US LLC, but it is not the only exemption in the rules. FinCEN lists 23 categories of entity that fall outside BOI reporting even when they would otherwise be reporting companies. Most are larger or already-regulated businesses rather than the small companies our founders run. A few of the common ones:
Exemption | Who it typically fits |
|---|---|
Large operating company | More than 20 full-time US employees, more than $5 million in US gross receipts on last year's tax return, and a physical office in the US |
Tax-exempt entity | Many nonprofits recognised under section 501(c) |
Publicly traded company | Companies registered with the SEC under the Securities Exchange Act |
Regulated business | Banks, credit unions, insurers, and registered investment advisers already overseen by other regulators |
Subsidiary of an exempt entity | A company whose ownership is entirely held by one or more exempt entities |
Inactive entity | A dormant company that meets all six of FinCEN's inactivity tests, such as existing before 2020 with no assets or activity |
A US-formed LLC does not need any of these. It is already outside the definition of a reporting company, so none of the 23 carve-outs have to be tested. FinCEN's Small Entity Compliance Guide has the full checklist if an unusual structure makes you want to confirm.
I already filed a BOI report. Do I need to do anything?
No. If you filed a BOI report for your US LLC before the rule changed, there is nothing you need to undo, and there is no separate "withdrawal" to submit. Your filing simply stays with FinCEN. More importantly, as an exempt company you no longer have the ongoing duty that used to come with the report, which was to file an update within 30 days whenever your ownership or company details changed. That update obligation is what tripped most people, and for US-formed LLCs it is gone.
How we handle the BOI question
When the rule changed in early 2025 we updated what we tell every new founder the same week, because the old guidance was everywhere and was changing fast. For each company we form now, our answer to the BOI question is the same: if it was created in a US state, there is nothing to file, so there is no deadline to miss. We keep a dated note of the current rule with the company's records, so no one ends up acting on a 2024 article that never caught up. The one thing we steer founders away from is paying to rush a filing they no longer owe. If your company was formed in a US state, the safe move is to confirm the current rule and keep that note, not to file out of caution.
BOI is not the same as your other federal filings
One thing worth separating out: being exempt from BOI reporting does not change your other federal obligations. A foreign-owned single-member LLC, for example, still has to file its annual federal forms, such as Form 5472 with a pro forma Form 1120, and that is an IRS requirement that has nothing to do with the Corporate Transparency Act. The BOI change removed one specific report; it did not remove your tax filings, your state annual report, or anything else. If you are still gathering what you need to set the company up in the first place, see the documents you need to form a US LLC.
Is the exemption permanent?
Treat it as current, not final. FinCEN issued this as an interim final rule and opened it to public comment, which means the agency can revise it after reviewing those comments. As of now the exemption for US-formed companies is the operative rule, but a regulatory rule can change, and a court challenge or a future final rule could move the line again. That is exactly why we point founders to the source rather than to a date in an old article. Before you act on this, or decide not to file, confirm the current position on FinCEN.gov. CORPBOLT is a formation service and does not give legal or tax advice; for where that line sits, see whether CORPBOLT provides legal or tax advice. If your situation is unusual, a qualified attorney or CPA can confirm where you stand. For the full picture of setting up and running a US LLC as a non-resident, start with the company-formation guide for non-residents.
Quick FAQ
Do I need to file a BOI report for my US LLC?
Almost certainly not. If you formed your LLC by filing with a US state, it is a domestic company and was exempted from BOI reporting by the March 2025 FinCEN rule.
I am a non-US resident who owns a US LLC. Do I file?
No. The exemption depends on where the company was formed, not who owns it. A US-formed LLC is domestic and exempt, regardless of the owner's residency.
I already filed before the rule changed. Is that a problem?
No. There is nothing to undo. Your filing stays with FinCEN, and as an exempt company you no longer have the duty to file updates when your details change.
My company was formed abroad and registered in a US state. What then?
Then you may be a "foreign reporting company," the one type the rule still covers, and you would file under FinCEN's deadlines. You would not report any US-person owners.
What does a foreign reporting company actually report?
The company's legal name, US address, formation jurisdiction, and taxpayer ID, plus, for each beneficial owner, their name, date of birth, address, and an ID document such as a passport. It is filed free through FinCEN's BOI E-Filing system, and US-person owners are not reported.
What is a FinCEN identifier?
A unique number FinCEN issues on request that a filer can use on a BOI report in place of a person's full personal details. It only matters if you are in the group that still files, and you keep it current by reporting any change within 30 days.
Is the exemption permanent?
It is an interim rule and could change after FinCEN reviews public comments, so verify the current rule on FinCEN.gov before relying on it.
Official references
How this article was prepared
CORPBOLT wrote this guide because the BOI reporting rule changed in 2025 and most of the advice founders find online still reflects the old 2024 requirement. The exemption for US-created companies, the revised definition of a foreign reporting company, and the deadlines for the companies still covered, what a foreign reporting company reports, and how a FinCEN identifier works are taken from the FinCEN and Federal Register sources linked above, including FinCEN's BOI FAQs and Small Entity Compliance Guide. It reflects the questions our formation team fields from founders trying to work out whether the report still applies to them, it is written to be honest about the fact that this is an interim rule that can change, and it is updated when FinCEN revises its position. This is general information about a federal reporting rule, not legal or tax advice.
