BOI reports: a US LLC with a non-US owner does not need to file
FinCEN's current position is that U.S. companies are exempt from the Beneficial Ownership Information (BOI) reporting requirements FinCEN · checked Oct 27, 2026. Its BOI page says: "All entities created in the United States — including those previously known as “domestic reporting companies” — and their beneficial owners are now exempt FinCEN · checked Oct 27, 2026." That includes an LLC formed in a US state by a non-US owner. One duty can remain: if you are not a US person and you obtained a FinCEN ID, the rule still requires you to keep that FinCEN ID information up to date.
This page is for non-US owners of an LLC formed in a US state. If your company was formed under the law of another country and then registered to do business in a US state, the exemption below does not cover it; read who still has to report.
What changed, and when
Beneficial ownership information (BOI) reporting comes from the Corporate Transparency Act (CTA) and reports go to FinCEN (the Financial Crimes Enforcement Network, a bureau of the US Treasury), not to the IRS. When the reporting rule first applied, companies created in the United States had to report. That changed in two steps:
- The interim final rule. FinCEN's BOI page says the exemptions were first introduced in an interim final rule published on March 26, 2025 FinCEN · checked Oct 27, 2026. It removed companies created in the United States from the definition of "reporting company".
- The final rule. FinCEN then issued a final rule that makes those exemptions permanent. FinCEN's page says the final rule became effective on August 14, 2026 FinCEN · checked Oct 27, 2026. In it, FinCEN uses its authority under the CTA to exempt domestic reporting companies from any BOI reporting requirements Federal Register · checked Oct 27, 2026, and says this affirms the same action taken in the interim rule.
The full text of the final rule is in the Federal Register, linked in the sources at the end of this page. FinCEN's BOI page summarizes it in four short points, and the first is the one that matters here: U.S. companies are exempt from the Beneficial Ownership Information (BOI) reporting requirements FinCEN · checked Oct 27, 2026.
Does it cover a US LLC with a non-US owner?
Yes. Under the original rule, a "domestic reporting company" included a limited liability company; or other entity that is created by the filing of a document with a secretary of state or any similar office Federal Register · checked Oct 27, 2026. A US LLC formed by filing with a state fits that description, whoever owns it. FinCEN's page now says those companies and their owners are exempt: "All entities created in the United States — including those previously known as “domestic reporting companies” — and their beneficial owners are now exempt FinCEN · checked Oct 27, 2026."
The owner's nationality was raised during the rulemaking. The final rule records that some commenters urged Treasury to reconsider its position on BOI reporting at least with respect to foreign-owned domestic entities Federal Register · checked Oct 27, 2026. That request was not adopted. Responding to calls for narrower carve-outs, the final rule "adopts the blanket exemption approach of the IFR" (the interim rule). It also says it "does not impose any new obligations", and: "The final rule does not make any further changes to the IFR or Reporting Rule Federal Register · checked Oct 27, 2026."
Lucia lives in Chile and owns Example Studio LLC, formed by filing a document with a US state's secretary of state. Example Studio is a company created in the United States, so it does not file a BOI report and Lucia does not report her information for it. If Lucia had instead formed a company in Chile and registered that Chilean company to do business in a US state, the exemption would not cover that company.
Who still has to report
FinCEN's page states: "Only certain foreign companies registered to do business in the U.S. must report BOI FinCEN · checked Oct 27, 2026." The rule now defines a reporting company as only those entities formed under the law of a foreign country that have registered to do business in any U.S. State or tribal jurisdiction FinCEN · checked Oct 27, 2026, by filing a document with a secretary of state or similar office.
If that describes your company, this page does not cover your situation. Read FinCEN's BOI page for the current deadlines and exemptions, and consider asking a lawyer or other professional who handles BOI filings.
If you already filed a BOI report
If you filed a report for your US LLC before the rules changed, the final rule explains that the interim rule exempted all entities previously defined as domestic reporting companies from the requirement to file initial BOI reports or to update or correct previously filed BOI reports Federal Register · checked Oct 27, 2026. In practice:
- No updates or corrections are required for your US LLC's old report, even if its details have changed since.
- No deletion request is needed. The final rule says: "FinCEN does not anticipate requiring or requesting that U.S. companies or U.S. persons contact FinCEN requesting that their BOI be removed Federal Register · checked Oct 27, 2026." Section III.A of the final rule describes what FinCEN plans to do with information already reported.
- Don't file new reports for a US LLC "just in case". The final rule says that if BOI relating to a US company or a US person is included in a filing made after February 10, 2027 Federal Register · checked Oct 27, 2026, FinCEN does not anticipate deleting that information.
If you got a FinCEN ID: this part still applies
A FinCEN ID (FinCEN identifier) is issued by FinCEN on application, and its BOI page lists creating one as optional. Some owners got one while preparing a BOI report. For US persons the duty to keep it updated has ended: U.S. persons with a FinCEN ID are not required to update or correct the information they previously submitted to FinCEN FinCEN · checked Oct 27, 2026.
The final rule treats non-US individuals differently. The amended regulation reads: "Any individual that has obtained a FinCEN identifier and is not a United States person shall update or correct any information previously submitted to FinCEN Federal Register · checked Oct 27, 2026." In the preamble, FinCEN explains that it has good reason to keep requiring foreign FinCEN ID holders to update and correct their information.
- If something in your FinCEN ID application changes, the regulation says you must file an updated application within 30 calendar days after the date on which such change occurs Federal Register · checked Oct 27, 2026.
- If the application was wrong when you filed it and is still wrong, you must file a corrected application within 30 calendar days after the date on which the individual that is not a U.S. person becomes aware Federal Register · checked Oct 27, 2026 or has reason to know of the inaccuracy.
- If you never got a FinCEN ID, this section does not apply to you.
If you are unsure whether you have a FinCEN ID or what you would need to update, start from FinCEN's BOI page, which has its FinCEN ID links.
What the rule does not change
- IRS filings. The final rule amends FinCEN's BOI regulation (31 CFR 1010.380). A foreign-owned US LLC's Form 5472 comes from a different law (section 6038A of the Internal Revenue Code) and its IRS instructions, so read Form 5472, step by step for that.
- Your bank's questions. FinCEN's customer due diligence (CDD) rule seeks transparency by requiring covered financial institutions to collect BOI from their legal entity customers at account opening Federal Register · checked Oct 27, 2026. The final rule says the BOI reporting rule and the CDD Rule serve different purposes and arise under different legal authorities Federal Register · checked Oct 27, 2026, and the interim rule did not revise the CDD Rule. So a bank may still ask who owns and controls your LLC when you open an account. FinCEN also says it can now refocus on the CDD Rule, so this part may change later.
If something looks wrong
- You never filed a BOI report for your US LLC. Under the current rule, nothing is due. The final rule says the interim rule relieved domestic entities and US persons from potential liability under the reporting rule, and FinCEN's page says it will further not enforce any beneficial ownership reporting penalties or fines against U.S. citizens or domestic reporting companies or their beneficial owners FinCEN · checked Oct 27, 2026.
- A letter or email asks you to pay or to file a BOI form. FinCEN warns about scams. Its page says: "There is NO fee to file BOI directly with FinCEN FinCEN · checked Oct 27, 2026." It also says FinCEN does NOT send correspondence requesting payment to file BOI FinCEN · checked Oct 27, 2026, and FinCEN does not have a “Form 4022” or a “Form 5102.” FinCEN · checked Oct 27, 2026 FinCEN adds that it does not send initial correspondence about CTA penalties by email or phone. Do not pay; check FinCEN's page directly instead of using links in the message.
- A website, article or service says your US LLC must file. FinCEN's own BOI page warns that some information on its website may be outdated and asks readers to disregard guidance stating that U.S. companies or their beneficial owners must report BOI FinCEN · checked Oct 27, 2026.
- Your company was formed outside the United States. The exemption is for companies created in the United States. Read who still has to report.