Who Needs to File a BOI Report? Foreign Filers, Deadlines, and Penalties

After a rule change on March 26, 2025, the short answer to who needs to file a Beneficial Ownership Information report is narrow: only companies formed under the law of a foreign country that have registered to do business in a U.S. state or tribal jurisdiction. Every company created in the United States is now excluded, and so are U.S. persons who are beneficial owners of foreign reporting companies.¹ The requirement itself comes from the Corporate Transparency Act, which Congress passed in 2021 to make it harder to hide behind shell companies while laundering money, financing terrorism, or committing tax fraud.

The Foreign Reporting Company Test

Under the interim final rule, FinCEN’s definition of a “reporting company” is limited to entities formed under the law of a foreign country that have registered to do business in any U.S. state or tribal jurisdiction by filing a document with a secretary of state or similar office.¹ Foreign corporations, LLCs, and their equivalents fall into this category once they complete that state-level registration.

Two facts have to line up. The entity has to be foreign-formed, and it has to have gone through a formal registration filing to operate in the United States. A foreign entity doing business in the U.S. without that state registration is not a reporting company under this rule; a domestic entity is not a reporting company regardless of who owns it.

Domestic Companies and U.S. Persons

If your company was created by filing with a U.S. secretary of state, you have no obligation to file, update, or correct a BOI report. That holds even if you already submitted one before the rule changed.² FinCEN has stated it will not enforce penalties against domestic companies or their beneficial owners.³

U.S. persons who happen to be beneficial owners of a foreign reporting company are also excluded. A foreign entity that registers in a U.S. state still has to file, but it reports only its non-U.S. beneficial owners. If every beneficial owner of a foreign reporting company is a U.S. person, the company still files, but the beneficial-owner section reflects that fact.¹

One caveat worth carrying: this is an interim final rule, not a permanent one. FinCEN accepted public comments and indicated it planned to issue a final rule, which could change deadlines, exemptions, or reporting details. Anyone running a foreign entity registered in the U.S. should watch FinCEN’s BOI page for updates.

Exemptions That Still Matter for Foreign Entities

Even among foreign entities that meet the reporting company definition, the Corporate Transparency Act carves out 23 categories that do not have to file.⁴ The categories most likely to reach a foreign entity operating in the United States include:

Large operating companies with more than 20 full-time employees in the United States, more than $5 million in U.S. gross receipts or sales on the prior year’s tax return, and a physical office in the U.S. All three conditions have to be met at once.
Publicly traded companies that issue securities listed on a U.S. stock exchange.
Regulated financial institutions such as banks, credit unions, broker-dealers, insurance companies, and registered investment advisers.
Tax-exempt organizations recognized under 26 U.S.C. § 501(a), including nonprofits.
Foreign governmental authorities operating in the U.S. in an official capacity.

These exemptions are narrow. A foreign entity with 18 full-time U.S. employees does not qualify as a large operating company, even if it clears every other threshold. And an exemption is not permanent: a foreign company that initially qualifies but later loses its exempt status has 30 days from that loss to file its initial BOI report.⁴

Which Owners a Foreign Filer Reports

A beneficial owner is any individual who owns or controls at least 25% of the company’s ownership interests, or who exercises substantial control over the company. Foreign reporting companies only list non-U.S. beneficial owners.¹

Substantial control reaches beyond majority ownership. FinCEN treats any of the following as sufficient:

Senior officers, meaning the president, CEO, CFO, COO, general counsel, or anyone performing a similar function regardless of title.
Anyone with the power to appoint or remove a majority of the board (or an equivalent body) or a senior officer.
Anyone who directs or has substantial influence over important decisions about the company’s operations, finances, or structure.

This is where filings often go wrong. A board member with no stock who steers major strategic decisions counts. A CFO with a 5% stake counts. The test is functional control, not just percentage ownership.⁵

Deadlines If You Do Have to File

The interim final rule sets two initial deadlines based on when a foreign entity registered in the U.S.:²

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

After the initial filing, any change to previously reported information starts a 30-day update clock. That includes a change to the company’s name or address, a new beneficial owner (through a new senior officer or an ownership shift across the 25% line), a change to a beneficial owner’s personal details, or even a new driver’s license with an updated address or photo. Discovering that previously filed information was wrong also starts a 30-day window from the date you became aware of the error.⁴

What Happens If a Required Filer Skips It

For foreign reporting companies still on the hook, the Corporate Transparency Act carries civil and criminal penalties. Willfully failing to file a complete or updated report, or willfully providing false information, can bring a fine of up to $10,000, up to two years in prison, or both.⁶ Civil penalties run up to $500 per day the violation continues, adjusted annually for inflation; that adjusted figure had reached $606 per day as of early 2025.

There is a limited safe harbor. A filer who submits a report and later realizes it contains an error can correct it within 90 days of the original deadline without penalty. This only covers good-faith mistakes that get fixed promptly. It does not cover someone who never filed or who intentionally submitted false information.⁵

FinCEN has stated it will not enforce BOI penalties against U.S. citizens or domestic companies. The penalty provisions stay fully in effect for foreign reporting companies and their non-U.S. beneficial owners who are required to file.³

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
Federal Register. Beneficial Ownership Information Reporting Requirement Revision and Deadline Extension
3
Financial Crimes Enforcement Network. Beneficial Ownership Information Reporting
4
Financial Crimes Enforcement Network. Frequently Asked Questions
5
Financial Crimes Enforcement Network. Small Entity Compliance Guide
6
Office of the Law Revision Counsel. 31 U.S. Code 5336 – Beneficial Ownership Information Reporting Requirements