BOI Ruling: Foreign Companies Must File, Domestic Firms Exempt

As of the FinCEN interim final rule published on March 26, 2025, the BOI reporting requirements no longer apply to companies formed in the United States. Only entities formed under foreign law and registered to do business in a U.S. state or tribal jurisdiction are still classified as reporting companies, and they must disclose their non-U.S. beneficial owners to FinCEN unless a statutory exemption covers them.1FinCEN.gov. Beneficial Ownership Information Reporting

Domestic Companies Are Exempt

If your business was formed by filing with a secretary of state or similar office in any U.S. state or territory, you have no BOI filing obligation. The interim final rule revised the definition of “reporting company” to exclude all domestic entities, and FinCEN’s own announcement told the public to disregard prior guidance suggesting otherwise.2FinCEN.gov. FinCEN Removes Beneficial Ownership Reporting Requirements for US Companies and US Persons

One caveat worth understanding: the exemption came from FinCEN, not from a court striking down the Corporate Transparency Act. The Eleventh Circuit upheld the statute’s constitutionality on December 16, 2025, and the CTA remains on the books.3United States Court of Appeals for the Eleventh Circuit. National Small Business United v U.S. Department of the Treasury FinCEN has said it plans to issue a notice of proposed rulemaking that could adjust the reporting requirements further. Any change would go through public notice and comment before taking effect, so a sudden reimposition of domestic reporting isn’t in play, but the current exemption is a regulatory choice that could be revisited.

Foreign Reporting Companies Still Must File

A foreign reporting company is an entity formed under the law of a foreign country that has registered to do business in the United States by filing a document with a secretary of state or similar office. These entities remain subject to the BOI reporting rule unless they qualify for one of 23 statutory exemptions.1FinCEN.gov. Beneficial Ownership Information Reporting

The deadline depends on when the entity registered:

  • Registered before March 26, 2025: the initial BOI report was due by April 25, 2025.
  • Registered on or after March 26, 2025: the initial report is due within 30 calendar days of receiving notice that the registration is effective.

The rule also narrowed what foreign entities have to disclose. Reporting companies no longer report any U.S. persons as beneficial owners, and U.S. persons who hold an ownership interest in a foreign reporting company aren’t required to provide their BOI. Only non-U.S. beneficial owners get reported.1FinCEN.gov. Beneficial Ownership Information Reporting

Information the Report Must Contain

A foreign reporting company that isn’t exempt must submit the following about the entity itself: legal name, any trade names or DBA names, the street address of its principal U.S. place of business, its jurisdiction of registration, and its taxpayer identification number. If no U.S. TIN has been issued, the company reports a foreign tax ID and the issuing jurisdiction.4FinCEN.gov. Frequently Asked Questions

For each non-U.S. beneficial owner, the report must include full legal name, date of birth, residential address, and an identifying number from a current passport or government-issued ID along with an image of that document. Companies that registered on or after January 1, 2024, must also report similar details about their company applicants.4FinCEN.gov. Frequently Asked Questions

The FinCEN Identifier Option

A beneficial owner who appears on multiple BOI reports can apply for a FinCEN identifier, a unique 12-digit number that can be reported in place of that person’s personal details. Getting one requires a login.gov account and submission of the same information that would appear on a BOI report: name, date of birth, address, and a copy of an acceptable ID. Once issued, the holder must log in to update any changes.5Financial Crimes Enforcement Network. FinCEN Identifier Application Filing Instructions The identifier is optional. It just simplifies reporting when one person owns pieces of several entities.

The 23 Exemptions

Even foreign entities that otherwise meet the reporting company definition don’t have to file if they fall into one of 23 exempt categories. The ones most likely to apply:

  • Large operating company: more than 20 full-time U.S. employees, a U.S. physical office, and more than $5 million in gross receipts or sales on the prior year’s tax return.
  • Securities reporting issuer: a company that already files reports with the SEC under the Securities Exchange Act.
  • Bank or credit union already subject to federal banking oversight.
  • Tax-exempt entity described in Section 501(c) of the Internal Revenue Code.
  • Insurance company regulated under a state insurance framework.
  • Inactive entity: not engaged in active business, no foreign ownership, no funds sent or received over $1,000 in the past 12 months, and no assets held.
  • Subsidiary whose ownership interests are entirely controlled by one or more exempt entities.

The full list also covers money services businesses, broker-dealers, public utilities, pooled investment vehicles, and other regulated categories, and it appears on FinCEN’s FAQ page.4FinCEN.gov. Frequently Asked Questions

Penalties for Not Filing

The penalty provisions of 31 U.S.C. ยง 5336 still apply to entities that remain required to file. Willfully failing to submit a complete or updated BOI report, or providing false information, carries both civil and criminal exposure:6Office of the Law Revision Counsel. 31 USC 5336 – Beneficial Ownership Information Reporting Requirements

  • Civil penalties of up to $500 for each day the violation continues or remains unremedied.
  • Criminal penalties of a fine up to $10,000, up to two years in prison, or both.

The statute requires a willful violation, so an honest error on a filing is treated differently from deliberately concealing a beneficial owner or submitting a fabricated ID. Still, the daily civil penalty adds up quickly for a foreign entity that simply ignores the obligation, and the 30-day window for newly registered foreign companies is short.

What Could Change

The current framework rests on an interim final rule, not a final regulation. FinCEN has signaled that a proposed rulemaking is coming, which could further modify who has to report and what they must disclose. Because the Eleventh Circuit upheld the underlying statute, FinCEN keeps the legal authority to expand reporting again if agency policy shifts.3United States Court of Appeals for the Eleventh Circuit. National Small Business United v U.S. Department of the Treasury A separate Fifth Circuit appeal in Texas Top Cop Shop could also produce a ruling on the CTA’s constitutionality, and a split with the Eleventh Circuit would raise the odds of Supreme Court review.

For a U.S.-formed business, that means checking FinCEN’s rulemaking announcements periodically rather than filing anything now. For a foreign entity registered to do business in the United States, the obligation is live, the disclosure is narrower than it used to be, and the clock on any new registration starts running the day the state confirms it’s effective.