My BVI company is registered to do business in Delaware — am I still exempt from BOI?

FinCEN's March 26, 2025 interim final rule narrowed BOI reporting to entities formed under FOREIGN LAW and registered to do business in a US state or tribal jurisdiction. Your BVI company is exactly that. The exemption that applies to US-formed entities (Delaware LLC, Wyoming LLC, etc.) does NOT apply to your BVI company, even though you registered it in Delaware. The distinction is formation jurisdiction, not registration jurisdiction. A US-formed entity registered in 50 states is still exempt; a foreign-formed entity registered in even one US state is still a 'foreign reporting company' under the current rule.

The trigger is filing with a Secretary of State (or equivalent) to qualify as a foreign entity in that state. Common scenarios that DO trigger reporting: (1) Filing a Certificate of Authority or Application for Authority with a Delaware/Wyoming/California etc. Secretary of State; (2) Registering a foreign LLC with a state's business registry. Scenarios that DON'T trigger reporting on their own: (1) Having a US bank account; (2) Hiring US contractors without state registration; (3) Selling to US customers without state registration; (4) Holding a US EIN without state registration. Just the state-level foreign qualification is the line.

FinCEN's current March 2025 interim final rule gives a foreign reporting company whose US-state registration becomes effective on or after March 26, 2025 generally 30 calendar days to file. The current civil penalty for a continuing violation is $606 per day; willful violations can also carry criminal penalties of up to $10,000 and two years. If your entity registered before that date or has unusual facts, verify the current FinCEN guidance before acting.

For a foreign-formed entity with a possible BOI issue, first preserve the formation and state-registration records and verify its current status against FinCEN guidance before taking action. The March 2025 rule does not require foreign reporting companies to report U.S.-person beneficial owners. A U.S.-formed entity is outside the reporting category altogether.