Business License Guide

Guide for LLC owners

Who Must File a BOI Report? Only Foreign Reporting Companies

US-formed entities of every type are exempt from FinCEN BOI reporting. That includes single-member LLCs, multi-member LLCs, holding LLCs, series LLCs, PLLCs, and dormant LLCs. Only foreign reporting companies file. See the definition and the New York caveat.

Last verified: 2026-10-23 Official sources linked below

Time to complete

A foreign reporting company must file within 30 calendar days after its US registration takes effect.

Steps

6

Timing note

US-formed entities have no BOI deadline. FinCEN's final rule took effect on August 14, 2026 and makes permanent the March 2025 interim rule. A future rulemaking could reinstate reporting for US companies.

Before you start

What to know first

  • Since FinCEN's final rule took effect on August 14, 2026, a 'reporting company' means only an entity formed under the law of a foreign country that registered to do business in a US state or tribal jurisdiction.
  • Every entity created in the US is outside BOI reporting. That covers LLCs, corporations, PLLCs, series LLCs, holding companies, single-member LLCs, and dormant LLCs. These entities file no initial, updated, or corrected BOI report.
  • Tax classification does not change this result. A single-member LLC that is a disregarded entity for income tax is a US-formed entity and does not file.
  • Each LLC in a holding structure is a US-formed entity, so none of them files. This holds whether the LLC has one member or many, and whether it is active or dormant.
  • A series LLC and each of its series are US-formed, so they do not file.
  • A foreign reporting company must report its beneficial owners and company applicants who are not US persons. It does not report US persons.
  • The 23 statutory exemptions in the Corporate Transparency Act still exist. They matter only to foreign reporting companies.
  • The federal exemption does not preempt state law. The New York LLC Transparency Act took effect January 1, 2026 and has its own beneficial ownership disclosure for LLCs. Check the New York Department of State (https://dos.ny.gov) for what applies to you.

Documents

What you'll need

  • Formation document, such as Articles of Organization, which shows the jurisdiction that created the entity
  • For a foreign entity: its US state registration, such as a Certificate of Authority, which shows it registered to do business in the US
  • For a foreign reporting company: the identifying details of its non-US-person beneficial owners and company applicants

Process

Step by step

  1. Find the jurisdiction that formed your entity Look at your formation document. If a US state or tribal authority created the entity, it does not file a BOI report. This applies to LLCs, corporations, PLLCs, series LLCs, holding companies, single-member LLCs, and dormant LLCs alike. You can stop here.
  2. Check whether a foreign country formed it If a foreign country formed your entity and it registered to do business in a US state or tribal jurisdiction by filing a Certificate of Authority or similar document, it is a foreign reporting company. One US registration is enough.
  3. Check the exemptions The 23 statutory exemptions in the Corporate Transparency Act still apply to foreign reporting companies. A foreign company that fits one does not file. FinCEN lists them at fincen.gov/boi.
  4. Identify non-US persons A foreign reporting company reports its beneficial owners and company applicants who are not US persons. It leaves out US persons in both roles.
  5. File within 30 days if you are a foreign reporting company A foreign reporting company must file within 30 calendar days after its US registration takes effect. It files through the BOI e-filing portal at boiefiling.fincen.gov.
  6. Check state law The federal rule does not preempt state law. If your LLC is in New York, check the New York Department of State at dos.ny.gov for the New York LLC Transparency Act.

Costs

What it costs

Item Amount Notes
BOI report for a US-formed entity $0 No report exists for a US-formed entity, so no fee applies.
BOI report for a foreign reporting company $0 FinCEN charges no fee. The company files through boiefiling.fincen.gov.
Legal review of a complex structure (optional) Varies An attorney can confirm where each entity in a layered or cross-border structure was formed.

FAQ

Common questions

Is my LLC required to file a BOI report if I formed it this year?

No, if a US state formed it. Under FinCEN's final rule effective August 14, 2026, an LLC formed in the US does not file a BOI report, however new it is. Only foreign reporting companies file. An LLC in New York must also check the New York Department of State for the state's LLC Transparency Act.

My LLC is a disregarded entity for tax purposes. Do I need to file a BOI report?

No. A single-member LLC formed in the US does not file a BOI report. Its tax classification does not change that result. The BOI rule now covers only foreign reporting companies.

Does a holding LLC, series LLC, PLLC, or dormant LLC file?

No. Every entity created in the US is outside BOI reporting. That includes holding LLCs, series LLCs, PLLCs, and dormant LLCs. None of them files an initial, updated, or corrected BOI report.

What is a foreign reporting company?

It is an entity formed under the law of a foreign country that registered to do business in a US state or tribal jurisdiction. It is the only kind of company that still files a BOI report. It reports its non-US-person beneficial owners and non-US-person company applicants within 30 calendar days after its US registration takes effect.

Does New York still require beneficial ownership disclosure?

The federal exemption does not preempt state law. New York's LLC Transparency Act took effect on January 1, 2026 and has its own beneficial ownership disclosure for LLCs. Check the New York Department of State at dos.ny.gov for what applies to your LLC.

Could US companies have to file again?

A future FinCEN rulemaking could reinstate reporting for US companies. Today they do not file. FinCEN says it will delete BOI that US companies and US persons already reported.

Provenance

Legal basis & official sources

Last verified 2026-10-23.

Corporate Transparency Act, 31 U.S.C. 5336. FinCEN final rule issued August 11, 2026 and effective August 14, 2026, which makes permanent the March 2025 interim final rule. The rule limits 'reporting company' to entities formed under foreign law that registered to do business in a US state or tribal jurisdiction. See https://www.fincen.gov/boi for the Federal Register notice.

Direct filing portal: https://boiefiling.fincen.gov/

If you skip this

  • A US-formed entity faces no BOI penalty because it has no BOI filing duty.
  • Foreign reporting companies that must file and do not face a daily civil penalty under 31 U.S.C. 5336, adjusted for inflation each year. See FinCEN for the current amount.
  • Possible criminal penalties apply to willful violations by a foreign reporting company that must file.
  • State law can add its own disclosure duty. New York's LLC Transparency Act is one example.

Official sources

§ A Related guides

§ B Building permits

§ C Companion tools

Disclaimer: Informational only, not legal or tax advice. Rules change, so confirm with a business attorney or CPA before you act.