Your US-Formed LLC Does Not File a BOI Report Today
The March 26, 2025 FinCEN interim final rule exempts every entity formed in the United States, including foreign-owned LLCs. This guide explains the narrow foreign-formed-company rule that remains.
Foreign-owned US-formed LLCs are exempt from BOI reporting
If your LLC was created under the law of Delaware, Wyoming, New Mexico, Florida, Texas, or any other US state, it is a US-formed entity. The current rule gives it no federal BOI filing obligation, regardless of where its owner lives or holds citizenship. This does not change its separate IRS filing obligations.
At a glance
- US-formed LLC
- No BOI report required today
- Foreign-formed entity registered in a US state
- May be a reporting company; see the 30-day rule below
- Civil penalty for a required filing
- $606 per day, frozen at the current amount
- Current rule
- Interim final rule, 90 FR 13688
When a foreign-formed company must file
The present reporting category is a foreign-formed entity that registers to do business in a US state or tribal jurisdiction. For example, a company formed under Hong Kong law that later registers in California can be a foreign reporting company. A US LLC owned by a person who lives outside the United States is not foreign-formed merely because its owner is foreign.
30-day filing window
A foreign reporting company whose US-state registration became effective on or after March 26, 2025 has 30 days after that effective date to file its initial report. Foreign reporting companies do not report US-person beneficial owners under the current rule. If you are unsure whether your entity was formed abroad or only owned abroad, confirm its formation documents and state registration record before filing.
Penalty for a required foreign-company filing
For a reporting company that is still required to file, the current civil penalty is $606 per day for a continuing violation. The amount is frozen at that level. Willful violations can also carry criminal penalties of up to $10,000 and up to two years of imprisonment. These penalties do not apply to a US-formed LLC that has no BOI filing obligation under the current rule.
Rule watch
The interim final rule remains in effect. A final rule was pending review at OMB/OIRA as of June 5, 2026, so the filing scope can change only through a future published rule. Check FinCEN before acting on this topic if your facts are unusual or the rule has been updated after this page's verification date.
Separately, the Eleventh Circuit upheld the Corporate Transparency Act on December 16, 2025. That decision did not itself recreate a BOI filing duty for US-formed entities.
Primary source
FinCEN's interim final rule: Beneficial Ownership Information Reporting Requirement Revision, 90 FR 13688 (Mar. 26, 2025). Last verified July 9, 2026.
Focus on the filing your US LLC actually needs
A BOI exemption does not replace Form 5472 and pro forma Form 1120 obligations for an eligible foreign-owned US LLC.
Start Form 5472 Filing
