BOI Report for Foreign LLCs: Complete 2026 Filing Guide
Updated June 2026 · Reviewed by a Form 5472 specialist
Updated June 2026 · Reviewed by a Form 5472 specialist
The short answer
Key takeaways
A BOI report is the Beneficial Ownership Information filing created by the Corporate Transparency Act of 2021 and administered by FinCEN. It collects the names, dates of birth, addresses, and ID numbers of the individuals who ultimately own or control a reporting company.
The Corporate Transparency Act (CTA) was passed by Congress as part of the National Defense Authorization Act for fiscal year 2021. Its goal is to make it harder for bad actors to hide behind anonymous shell companies. The law directs the Financial Crimes Enforcement Network — FinCEN, a bureau of the US Treasury — to maintain a confidential database of beneficial owners.
A “beneficial owner” is any individual who either owns or controls at least 25% of a company, or who exercises substantial control over it. The BOI report does not ask about money or transactions — it asks who the humans behind the company are. For the full background, see our beneficial ownership information guide.
No. FinCEN’s interim final rule of March 2025 exempts all US-formed entities, including foreign-owned US LLCs, from BOI reporting. Only foreign reporting companies — entities formed abroad and registered in a US state — must still file.
On March 21, 2025, FinCEN issued an interim final rule that dramatically narrowed who must file. The rule redefined “reporting company” to exclude domestic reporting companies entirely. A US LLC formed in Wyoming, Delaware, New Mexico, or any other state is a domestic entity — even if every owner is a non-US person — so it no longer files a BOI report.
| Entity type | BOI report required? | Why |
|---|---|---|
| US LLC owned by non-US person | No — exempt | Domestic entity; excluded by the 2025 rule |
| US C-corporation (any owners) | No — exempt | Domestic entity; excluded by the 2025 rule |
| Company formed abroad, registered in a US state | Yes | Foreign reporting company |
| US-owned US LLC | No — exempt | Domestic entity; excluded by the 2025 rule |
Source: FinCEN interim final rule, March 21, 2025 (RIN 1506-AB49). Verified June 2026.
This is a major reversal from the original 2024 rules, which would have required tens of millions of US small businesses to file. The practical upshot for our readers: a foreign-owned single-member LLC formed in the US almost never files a BOI report anymore. See BOI report filing for foreign-owned LLCs for the specifics.
A foreign reporting company is an entity formed under the law of a foreign country that registers to do business in a US state or tribal jurisdiction. These are the only entities that must still file a BOI report after the 2025 rule.
The distinction is about where the entity was created, not who owns it. If you incorporated a company in your home country and then registered it as a foreign entity with a US Secretary of State, that registered company is a foreign reporting company and must file. A US LLC you formed directly in a US state is domestic and is exempt, regardless of your nationality.
A foreign reporting company that must file reports its beneficial owners and its company applicants, but the 2025 rule excused these companies from reporting any beneficial owner who is a US person. Foreign reporting companies with only US-person beneficial owners therefore have nothing to report on that score. If you are unsure which bucket you fall into, our BOI vs Form 5472 comparison lays out the two regimes side by side.
Willful failure to file can carry civil penalties of up to $591 per day (the original $500 figure, inflation-adjusted), plus criminal penalties of up to $10,000 and up to two years in prison — but only for entities still required to file.
The CTA penalty structure is steep, which is why the BOI report drew so much attention. The civil penalty started at $500 per day of continuing violation and is adjusted for inflation, reaching roughly $591 per day by 2025. On top of that, a willful violation can bring criminal fines up to $10,000 and imprisonment for up to two years.
| Penalty type | Amount |
|---|---|
| Civil — per day of continuing violation | Up to $591 (inflation-adjusted from $500) |
| Criminal — fine | Up to $10,000 |
| Criminal — imprisonment | Up to 2 years |
Source: 31 U.S.C. §5336(h); FinCEN civil penalty inflation adjustment. Verified June 2026.
The critical point for foreign-owned US LLCs: because you are exempt under the March 2025 rule, this penalty does not apply to you. The penalty you should worry about instead is the IRS $25,000 Form 5472 penalty, which is a separate filing entirely.
A foreign reporting company registered before March 26, 2025 generally had 30 days from that date to file. One registering after that date must file within 30 calendar days of notice that its registration is effective.
FinCEN’s March 2025 rule set new deadlines for the narrowed group of foreign reporting companies. Entities already registered to do business in the US when the rule took effect were given 30 days from March 26, 2025 to file their initial report. Newly registering foreign companies get 30 calendar days from the date they receive notice that their US registration is effective.
Any change to a foreign reporting company’s reported information triggers an updated report within 30 days of the change. Domestic US LLCs have no BOI deadline at all anymore — their only recurring federal compliance item is usually Form 5472. Compare the two timelines in our FinCEN BOI filing step-by-step walkthrough.
A BOI report goes to FinCEN and names the humans behind a company. Form 5472 goes to the IRS under IRC §6038A and reports the dollar amount of transactions between a foreign-owned US entity and related parties. They are two separate filings with two separate penalties.
Many foreign founders confuse the two because both involve foreign ownership of a US company. But they live in different agencies and answer different questions. The BOI report asks who owns and controls you; Form 5472 asks how much money moved between you and your owner. Filing one does nothing to satisfy the other.
| Feature | BOI report | Form 5472 |
|---|---|---|
| Agency | FinCEN (Treasury) | IRS |
| Legal basis | Corporate Transparency Act | IRC §6038A |
| What it reports | Beneficial owners (people) | Reportable transactions (dollars) |
| Foreign-owned US LLC must file? | No — exempt since March 2025 | Yes — almost always |
| Penalty | Up to $591/day if required | $25,000 per form, per year |
Source: FinCEN 2025 interim final rule; IRS Instructions for Form 5472. Verified June 2026.
The deeper dive is in our BOI report vs Form 5472 post. If you only have time for one filing, it is Form 5472 — that is the one virtually every foreign-owned US LLC still owes.
Yes. Even though foreign-owned US LLCs are now exempt from BOI reporting, virtually every one still must file Form 5472 with a pro forma Form 1120 by April 15, because funding the LLC counts as a reportable transaction.
The end of BOI reporting for US LLCs does not reduce your IRS obligations. A foreign-owned single-member LLC is treated as a corporation for Form 5472 purposes (a rule in effect since 2017, under T.D. 9796), and almost every such LLC has at least one reportable transaction — funding the LLC counts — so almost all must file.
The filing cannot be e-filed. A foreign-owned disregarded entity must mail the pro forma Form 1120 with Form 5472 attached to P.O. Box 149342, Austin, TX 78714-9342, or fax it to 855-887-7737 — those are the only two accepted methods. The deadline is April 15, or October 15 with a timely Form 7004 extension.
| Item | Detail |
|---|---|
| Filed with | Pro forma Form 1120 |
| Deadline | April 15 (October 15 with Form 7004) |
| How to file | Mail to Austin, TX or fax 855-887-7737 — no e-file |
| Penalty | $25,000 per form, per year, no cap, no statute of limitations |
Source: IRC §6038A(d); §6501(c)(8); IRS Instructions for Form 5472. Verified June 2026.
The $25,000 penalty has no cap and no statute of limitations, and an additional $25,000 accrues every 30 days after a 90-day IRS notice. You can hand the whole thing off on our apply page for a flat $299.
Filing a BOI report directly with FinCEN is free, and most foreign-owned US LLCs no longer file one at all. Form 5472 has no IRS fee either, but a mistake costs $25,000 — so form5472.tax prepares and files it for a flat $299.
There is never a government charge to submit a BOI report or a Form 5472 — both are free to file with the agency. The risk is entirely in getting it wrong or missing the deadline. Since the March 2025 rule removed BOI from the picture for US LLCs, the filing that actually matters for you each year is Form 5472.
For a flat $299, we prepare Form 5472 and the pro forma Form 1120, review it, and file it correctly — far below the $547 charged by form5472.online or the $1,999/year charged by doola. Compare every option on the pricing page.
We prepare, review, and file Form 5472 with the pro forma 1120 for a flat $299. Message us first if you're unsure what you owe — we answer every question.