FinCEN LLC Reporting Requirements: Who Still Must File

If you own a standard U.S.-formed LLC, you no longer have to file a beneficial ownership report with FinCEN. An interim final rule published on March 26, 2025, removed domestic entities and their beneficial owners from the Corporate Transparency Act’s reporting requirements, leaving FinCEN’s LLC reporting requirements in force only for LLCs formed under the law of a foreign country that have registered to do business in a U.S. state or tribal jurisdiction.¹

FinCEN has also said it will not enforce reporting penalties against U.S. citizens, domestic reporting companies, or their beneficial owners.²

What the March 2025 Rule Changed

The Corporate Transparency Act, enacted in 2021, originally required nearly all LLCs and corporations to report their beneficial owners to a FinCEN database. The framework split filers into “domestic reporting companies” formed in the United States and “foreign reporting companies” formed abroad. The March 2025 interim final rule rewrote the regulatory definition of “reporting company” to cover only foreign-formed entities that have registered with a secretary of state or similar office.²

Because this is an interim final rule, FinCEN opened it to public comment and signaled that further rulemaking is possible. The current exemption for domestic LLCs is the law today, but it is not locked in as a permanent regulation.

If Your LLC Was Formed in the United States

You have no filing obligation. That is true whether your LLC was formed decades ago or created last week, and regardless of size, ownership structure, or industry.

If you already filed a beneficial ownership report before the March 2025 rule took effect, that information stays in FinCEN’s system, but you don’t need to update or maintain it. If you never filed, you won’t be penalized for the omission under FinCEN’s current enforcement position.²

One thing worth watching: because the exemption sits in an interim rule, FinCEN could narrow or reverse it through further rulemaking. Checking FinCEN’s website occasionally, or asking your accountant to flag any change, is the low-effort way to stay current.

If Your LLC Was Formed Abroad and Registered in a U.S. State

This is the group that still has to file. A foreign reporting company is any entity formed under the laws of another country that has registered to do business in any U.S. state or tribal jurisdiction by filing a document with a secretary of state or equivalent office.¹

Even for these entities, U.S. persons are carved out. A foreign reporting company is not required to report any U.S. persons as beneficial owners, and a U.S. person is not required to provide beneficial ownership information for a foreign reporting company in which they hold an interest.³ In practice, the reporting duty falls on foreign individuals who own or control the entity.

Deadlines

The March 2025 rule replaced every previously published deadline. Older guidance about a January 1, 2025, cutoff or a 90-day window for 2024 formations no longer applies. Current deadlines are:

Foreign entities registered before March 26, 2025: initial report was due by April 25, 2025.
Foreign entities registered on or after March 26, 2025: 30 calendar days from the date the entity receives notice that its registration is effective.

Once filed, a foreign reporting company has 30 calendar days under 31 C.F.R. § 1010.380 to submit an updated report whenever previously reported information becomes inaccurate, including changes to the company’s address, legal name, or the identity of a beneficial owner.⁴

Exemptions to Check Before Filing

Twenty-three categories of entities are exempt because they already face heavy federal oversight. Banks, credit unions, insurance companies, securities brokers, public utilities, and tax-exempt organizations are among them.⁵

A foreign entity may also qualify as a large operating company if it meets all three of these conditions: more than 20 full-time employees in the United States; a physical U.S. office it owns or leases, distinct from the premises of any unaffiliated business; and a federal tax return for the prior year showing more than $5,000,000 in gross receipts or sales. Missing even one of the three disqualifies the entity, which then must file.⁵

What the Report Must Contain

A non-exempt foreign reporting company has to gather two categories of information.

About the entity: legal name, any trade names or DBAs, principal U.S. business address, jurisdiction of formation, and a tax identification number. An EIN or SSN/ITIN is required if the entity has one; if it doesn’t, a foreign tax ID and the issuing jurisdiction may be reported instead.

About each non-U.S. beneficial owner: full legal name, date of birth, current residential address, and a unique identifying number from a non-expired passport or other qualifying ID, along with a copy of the document itself. Foreign reporting companies registered on or after January 1, 2024, also have to identify their company applicants, meaning the individuals who filed the registration documents.

A beneficial owner is any individual who owns or controls at least 25 percent of the entity’s ownership interests, or who exercises substantial control over it. Substantial control has no minimum ownership threshold, so a senior officer, someone with power to appoint or remove senior officers or a majority of the board, or anyone who directs major company decisions can qualify without holding a single share.

How to File

All reports go through FinCEN’s BOI E-Filing System at boiefiling.fincen.gov. Filers can either upload a completed PDF or fill out the report through the web application; the outcome is the same. After submission, the system displays a confirmation page and sends an email confirming acceptance or rejection. Download the transcript as proof of compliance.

Match the entity’s legal name to its registration documents exactly, and check tax IDs, addresses, and owner details before submitting. Any correction after the fact starts its own 30-day filing clock.

Penalties

Under 31 U.S.C. § 5336(h), willfully providing false beneficial ownership information or willfully failing to file a required report exposes the responsible individual to both civil and criminal liability.⁶

Civil penalties run up to $500 per day for each day the violation continues, subject to annual inflation adjustments. Criminal penalties reach fines of up to $10,000 and imprisonment for up to two years.⁶ Because FinCEN has stated it will not enforce penalties against U.S. citizens or domestic reporting companies, these exposures currently apply in practice to foreign reporting companies and their non-U.S. beneficial owners.²

1
Financial Crimes Enforcement Network. FinCEN Removes Beneficial Ownership Reporting Requirements for U.S. Companies and U.S. Persons, Sets New Deadlines for Foreign Companies
2
Financial Crimes Enforcement Network. Beneficial Ownership Information Reporting
3
Financial Crimes Enforcement Network. Interim Final Rule: Questions and Answers
4
GovInfo. 31 CFR 1010.380 – Reports of Beneficial Ownership Information
5
Financial Crimes Enforcement Network. Frequently Asked Questions
6
Office of the Law Revision Counsel. 31 USC 5336 – Beneficial Ownership Information Reporting Requirements