BOI Report (FinCEN) for Non-Resident LLC Owners

Beneficial ownership reporting has been one of the most confusing compliance topics for non-US founders running an American LLC. Here is where things actually stand right now, and what you still need to keep an eye on.

What the BOI report was supposed to do

The Corporate Transparency Act (CTA) became law in 2021 and its reporting requirement took effect on January 1, 2024. The idea was simple in theory: most US companies, including LLCs, would have to file a Beneficial Ownership Information (BOI) report with FinCEN, a bureau of the US Treasury, disclosing who actually owns or controls the company. This was aimed at shell companies used for money laundering, not at legitimate founders, but the rule as written applied broadly to nearly every small LLC and corporation in the country, including ones owned entirely by non-US residents.

A 'beneficial owner' under the original rule meant anyone who owns 25 percent or more of a company, or who exercises substantial control over it, such as a manager or managing member of an LLC. For a typical solo-owned LLC set up by a European founder, that meant the founder themselves.

What actually happened next

Almost immediately after the rule took effect, it ran into legal trouble. Several federal courts issued injunctions blocking enforcement, then appeals courts reinstated it, then FinCEN pushed deadlines back to give businesses time to comply once the legal picture cleared up. For most of late 2024 and early 2025, the honest answer to 'do I need to file' was 'it depends on the week.'

In March 2025, FinCEN issued an interim final rule that changed the scope of the whole program significantly. Under this rule, the definition of 'reporting company' was narrowed so that it no longer includes domestic entities at all. In plain terms, an LLC or corporation formed under the law of a US state, such as Wyoming, Delaware, or New Mexico, is currently not required to file a BOI report, regardless of who owns it. This applies even if every owner is a non-US resident.

Who still has to file

The requirement has not disappeared entirely. It now applies only to what FinCEN calls 'foreign reporting companies,' which are entities originally formed under the law of a foreign country that have registered to do business in a US state, for example by filing as a foreign LLC in a state where they operate. Even in that narrower case, these companies are not required to report any beneficial owner who is a US person.

So if you formed a genuine US LLC (the way most non-resident founders using services like Founders Credit do), you are very likely outside the current BOI filing requirement. If instead you registered a foreign entity, such as a UK Ltd, to do business in the US as a foreign qualified entity, you may still have an obligation and should check your specific situation.

Why you should not completely ignore this

Rules issued through an interim final rule are not necessarily permanent. FinCEN opened a comment period and a final rule was expected to follow, and it is possible that future rulemaking, legislation, or litigation could shift the scope again, in either direction. This is a case where 'currently correct' is more accurate than 'permanently settled.'

The sensible approach is to treat BOI as something to check once a year, or whenever you get a compliance reminder from your registered agent or formation service, rather than something you need to worry about weekly. Keep a note of your LLC's formation date and state, since that information tends to be needed quickly if a filing requirement is reinstated with a short compliance window, as happened in 2024.

Do not confuse this with Form 5472

One of the most common mix-ups we see is founders assuming that because BOI reporting is currently paused for domestic LLCs, all federal reporting obligations are paused too. They are not. If your US LLC is foreign-owned and treated as a disregarded entity for tax purposes, you still have a separate and completely unrelated obligation to file Form 5472 along with a pro-forma Form 1120 with the IRS every year, even if the LLC had no income or activity. This is an information return, it does not calculate or trigger tax on its own, but skipping it carries a penalty of 25,000 dollars per late or missing filing. BOI is a FinCEN requirement about ownership transparency. Form 5472 is an IRS requirement about transactions between the LLC and its foreign owner. They run on different tracks and neither one replaces the other.

What this means practically

If you are a European founder with a standard US LLC formed to run an online business, hold a bank account, or invoice clients, under the current rule you almost certainly do not need to file a BOI report. What you do still need to stay on top of is your annual state filing (such as Wyoming's annual report), your registered agent renewal, and your Form 5472 and pro-forma 1120 if your LLC is foreign-owned and disregarded. Founders Credit tracks these deadlines as part of the done-for-you package we run for non-US founders, so nothing gets missed if or when the BOI rules change again.

Glossary

BOI report: A Beneficial Ownership Information report, a filing that would disclose the individuals who own or control a company.

FinCEN: The Financial Crimes Enforcement Network, a bureau of the US Treasury that administers BOI reporting.

CTA: The Corporate Transparency Act, the 2021 law that created the BOI reporting requirement.

Reporting company: A business entity required to file a BOI report under current rules; as of the 2025 interim final rule, this generally excludes domestic US entities.

Foreign reporting company: An entity formed under a foreign country's law that has registered to do business in a US state; this category may still have BOI obligations.

Beneficial owner: Under the original CTA definition, an individual owning 25 percent or more of a company or exercising substantial control over it.

Frequently asked questions