Corporate Transparency Act: Foreign-Owned US LLCs Are Now Exempt from BOI Reporting

If you own a US LLC from abroad, you do not need to file a Beneficial Ownership Information (BOI) report with FinCEN. Under FinCEN's current rule, companies created in the United States are exempt, whoever owns them. The only companies that still report are those formed under the law of another country and registered to do business in a US state.

The Short History

The Corporate Transparency Act (CTA), enacted in 2021, required most small companies formed in the US to report their beneficial owners to FinCEN from January 1, 2024. On March 26, 2025, FinCEN published an interim final rule exempting all US-created companies. A final rule issued on August 11, 2026, and effective August 14, 2026, made that exemption permanent.

In FinCEN's words: "U.S. companies are exempt from BOI reporting requirements and therefore, are no longer required to file BOI reports. Only certain foreign companies registered to do business in the U.S. must report BOI." (fincen.gov/boi)

Who Is Exempt

All entities created in the United States. FinCEN states: "All entities created in the United States — including those previously known as “domestic reporting companies” — and their beneficial owners are now exempt from the requirement to report beneficial ownership information (BOI) to the Financial Crimes Enforcement Network (FinCEN) under the Corporate Transparency Act (CTA)."

That includes a Wyoming, Delaware, New Mexico or any other US-formed LLC owned by a non-US person. The owner's nationality or residence does not matter. What matters is where the company was formed.

Who Must Still Report

A "reporting company" now means only "those entities that are formed under the law of a foreign country and that have registered to do business in any U.S. State or Tribal jurisdiction by the filing of a document with a secretary of state or similar office (formerly known as “foreign reporting companies”)." (fincen.gov/boi)

Example: a company incorporated in the UAE or India that registers in Texas as a foreign entity to do business there.

For these companies:

• Deadline: "Reporting companies registered to do business in the United States on or after March 26, 2025, have 30 calendar days to file an initial BOI report after receiving notice that their registration is effective."
• US owners are left out: reporting companies "do not need to report BOI for U.S. person beneficial owners or U.S. person company applicants." They still report their foreign individual owners. FinCEN's press release of August 11, 2026 says: "foreign entities that are reporting companies will still be required to report beneficial ownership information for foreign individuals." (FinCEN press release)
• How to file: through FinCEN's BOI E-Filing System, linked from fincen.gov/boi.

FinCEN also warns readers to disregard any older guidance stating that "U.S. companies or their beneficial owners must report BOI."

What a Foreign-Owned US LLC Must File Instead: Form 5472

The BOI exemption does not remove your IRS reporting. A single-member US LLC owned by a non-US person is, for tax purposes, a foreign-owned US disregarded entity (DE), and the IRS treats it as a reporting corporation for Form 5472.

The Instructions for Form 5472 say:

• A reporting corporation includes "A 25% foreign-owned U.S. corporation (including a foreign-owned U.S. disregarded entity (DE))".
• Form 5472 is required "when reportable transactions occur during the tax year of a reporting corporation with a foreign or domestic related party". For a foreign-owned DE, the reportable transactions include "amounts paid or received in connection with the formation, dissolution, acquisition, and disposition of the entity, including contributions to, and distributions from, the entity."
• "While a foreign-owned U.S. DE has no income tax return filing requirement, as a result of final regulations under section 6038A, it will now be required to file a pro forma Form 1120, U.S. Corporation Income Tax Return, with Form 5472 attached by the due date (including extensions) of that Form 1120."
• An extension can be requested on Form 7004.
• Penalty: "A penalty of $25,000 will be assessed on any reporting corporation that fails to file Form 5472 when due and in the manner prescribed." The instructions add that "Filing a substantially incomplete Form 5472 constitutes a failure to file Form 5472."