FinCEN BOI Filing: Step-by-Step for Foreign LLC Owners
Updated June 2026 · Reviewed by a Form 5472 specialist
Updated June 2026 · Reviewed by a Form 5472 specialist
The short answer
Key takeaways
FinCEN beneficial ownership information (BOI) reporting requires a reporting company to disclose the individuals who own or control it. It is filed under the Corporate Transparency Act of 2021with FinCEN — not the IRS — through a free online portal, and covers each owner’s name, birth date, address, and ID number.
The Corporate Transparency Act (CTA) was passed by Congress in 2021 to fight money laundering and shell-company abuse. It directed the Financial Crimes Enforcement Network (FinCEN) to collect a registry of who actually stands behind US companies. A beneficial owner is any individual who exercises substantial control over the company or owns at least 25% of it. For the foundational rules, see our deep dive on the Corporate Transparency Act.
Crucially, BOI is a FinCEN obligation, completely separate from your IRS tax filings. A new owner who confuses the two often thinks filing BOI satisfies the IRS — it does not. Read the full overview on our beneficial ownership information page.
Yes, generally. Under FinCEN’s March 2025 interim final rule, entities created by filing with a US state — including foreign-owned US LLCs — are exempt from BOI reporting. Only foreign reporting companies registered to do business in the US still file, narrowing the rule to a small group.
When the CTA first took effect, foreign-owned US LLCs were squarely inside the BOI net. That changed in March 2025, when FinCEN issued an interim final rule that removed all US-created entities from the definition of a reporting company. Because a Wyoming, Delaware, or New Mexico LLC is formed by filing with a US state, it is a domestic entity for this purpose — even when 100% of its members live abroad.
| Entity | Filed BOI before? | Files BOI now? |
|---|---|---|
| Foreign-owned US LLC (e.g. Wyoming, Delaware) | Yes | No — exempt |
| US-owned domestic LLC or corporation | Yes | No — exempt |
| Foreign company registered in a US state | Yes | Yes — still files |
Source: FinCEN Interim Final Rule, March 2025 (RIN 1506-AB49). Verified June 2026.
The practical takeaway: if your LLC was formed in the United States, you almost certainly have no BOI filing in 2026. Confirm your specific facts on our BOI report filing page.
After the 2025 rule, only a foreign reporting company files BOI — a company formed under foreign law that registers to do business in a US state. There are roughly 23 exemptions on top of that, covering banks, large operating companies, and tax-exempt entities.
A foreign reporting company is one created under the law of a country other than the United States that then files a registration with a US secretary of state to do business here — for example, a UK Ltd or a Canadian corporation that opens a US branch. These entities must report their US-based beneficial owners but, under the interim rule, are not required to report US persons.
| Where the entity was formed | BOI filing required? |
|---|---|
| Formed in a US state | No — exempt under March 2025 rule |
| Formed abroad, registered in a US state | Yes — foreign reporting company |
| Formed abroad, never registered in the US | No — not a reporting company |
Source: FinCEN Interim Final Rule, March 2025; 31 CFR 1010.380. Verified June 2026.
If none of these describes your business, you have no FinCEN filing — but you should immediately turn to your IRS obligations. See the BOI report deadline 2026 post for the timeline foreign reporting companies still face.
A foreign reporting company files BOI in roughly five stepsthrough FinCEN’s free online BOI E-Filing System: gather owner details, open the portal, choose the filing type, enter company and owner information, then submit. The whole process takes about 20 minutes and costs $0.
If you have determined you are a foreign reporting company and not exempt, the filing itself is straightforward and free. Everything happens on FinCEN’s official portal — never pay a third party who claims FinCEN charges a fee, because it does not.
| Step | What you do |
|---|---|
| 1. Gather | Collect each beneficial owner's full name, birth date, address, and passport or ID number |
| 2. Open portal | Go to boiefiling.fincen.gov and choose 'File BOIR' |
| 3. Filing type | Select initial report, correction, or update as applicable |
| 4. Enter data | Add company info, then each beneficial owner and uploaded ID image |
| 5. Submit | Review, certify accuracy, submit, and save the confirmation receipt |
Source: FinCEN BOI E-Filing System guidance. Verified June 2026.
Save the confirmation transcript the portal generates — it is your proof of filing. For US-formed LLCs that are exempt, there is nothing to submit at all; your attention belongs on Form 5472, covered in the apply flow.
Willful BOI violations carry civil penalties of $591 per day (inflation-adjusted) plus criminal penalties up to $10,000 and two years in prison. Because US-formed LLCs are now exempt, most foreign-owned US LLCs have no BOI obligation to breach in the first place.
The CTA penalties are real but only apply if you actually had a filing obligation. Since the March 2025 rule removed US-formed entities, a foreign owner of a Wyoming or Delaware LLC generally cannot incur a BOI penalty because there is no report due. The danger now is confusing exemption from BOI with exemption from the IRS — which is a separate, and far more common, trap.
The IRS penalty under Form 5472 is the one that catches foreign owners: $25,000 per form, with no cap. We break this contrast down in the CTA guide.
BOI is a FinCEN filing under the Corporate Transparency Act; Form 5472 is an IRS filing under IRC §6038A. Most foreign-owned US LLCs are now exempt from BOI but still owe Form 5472, because funding the LLC is a reportable transaction.
These two requirements are constantly confused because both involve foreign ownership, but they share almost nothing. They go to different agencies, have different deadlines, and carry different penalties. After the 2025 BOI exemption, the filing that still binds nearly every foreign-owned single-member LLC is the IRS one.
| Item | FinCEN BOI | IRS Form 5472 |
|---|---|---|
| Agency | FinCEN | IRS |
| Authority | Corporate Transparency Act | IRC §6038A |
| Applies to foreign-owned US LLC? | No — exempt (March 2025) | Yes — almost always |
| Deadline | 30 days from registration (if a filer) | April 15 (Oct 15 with Form 7004) |
| How filed | Online portal | Mail or fax only — never e-file |
| Penalty | $591/day if willful | $25,000 per form, no cap |
Source: FinCEN Interim Final Rule, March 2025; IRC §6038A(d); §6501(c)(8). Verified June 2026.
A foreign-owned single-member LLC is treated as a corporation for Form 5472 purposes under the 2017 rule (T.D. 9796), so it must file a pro forma Form 1120 with Form 5472 attached. It cannot e-file: the package must be mailed to P.O. Box 149342, Austin, TX 78714-9342 or faxed to 855-887-7737. Start on the apply page.
FinCEN charges $0 to file a BOI report, but most foreign-owned US LLCs are exempt anyway. The cost that matters is Form 5472, where a single mistake risks $25,000; form5472.tax files it for a flat $299, versus $547 at form5472.online.
Because the March 2025 rule removed BOI for US-formed LLCs, there is usually nothing to spend on FinCEN at all. Your real annual obligation is the IRS Form 5472 and pro forma Form 1120 — and that is where the $25,000 penalty lives. DIY is free but unforgiving, since the penalty applies even to an honest mistake or a late filing.
For a flat $299, form5472.tax prepares, reviews, and files the package correctly, saving $248versus form5472.online and far more than doola’s $1,999/year. Compare on the pricing page.
Skip the BOI confusion. We prepare, review, and file your Form 5472 and pro forma 1120 for a flat $299. Or message us first — we answer every question.