The Corporate Transparency Act & BOI Reporting: What Changed in 2025

The Corporate Transparency Act (CTA) once looked like the biggest new compliance burden for small US companies in a generation. It required most entities to file a Beneficial Ownership Information (BOI) report with FinCEN, naming the humans behind the company. Then, in March 2025, FinCEN reversed the core of it.

Bottom line for foreign-owned US LLCs: As of the March 2025 interim final rule, US-formed companies — including LLCs formed by non-residents in Wyoming, New Mexico, Florida, or any other state — are exempt from BOI reporting. You do not need to file a BOI report.

This page reflects FinCEN's interim final rule published March 26, 2025. The CTA has already changed direction more than once, and FinCEN has signaled further rulemaking. This is general information, not legal advice — confirm the current rule before acting.

What the Corporate Transparency Act Was

Congress passed the CTA in 2021 as an anti-money-laundering measure. It directed FinCEN (the Treasury's Financial Crimes Enforcement Network) to build a registry of the real, human owners behind US companies. "Reporting companies" had to disclose each beneficial owner's name, date of birth, address, and an identification document.

When the rules took effect on January 1, 2024, they reached an estimated 32 million existing entities. Originally, companies formed before 2024 had until January 1, 2025 to file, and newly formed companies had a short window after formation. Foreign-owned single-member LLCs were squarely in scope.

The 2025 Reversal

Through late 2024 and early 2025, the CTA bounced through the courts. Federal injunctions paused enforcement, were lifted, and reinstated, leaving filers unsure whether the deadline was real. FinCEN repeatedly pushed dates back.

Then FinCEN cut the knot. On March 21, 2025 it issued an interim final rule (published in the Federal Register on March 26, 2025) that fundamentally narrowed who has to report:

• US companies are exempt. Entities created by filing with a US state — the definition that previously covered "domestic reporting companies" — no longer have to file BOI reports at all, and no longer have to update or correct prior reports.
• US persons are exempt. US citizens and residents are not required to report their beneficial ownership, and companies are not required to collect it from them.
• "Reporting company" now means a foreign company. The obligation was narrowed to entities formed under the law of a foreign country that then register to do business in a US state.

What This Means for a Foreign-Owned US LLC

This is the key distinction, and it trips people up. There are two very different things:

• A domestic entity — an LLC or corporation created by filing with a US Secretary of State. This is what a non-resident gets when they form a Wyoming or New Mexico LLC. It is now exempt from BOI reporting, regardless of who owns it.
• A foreign reporting company — a company formed under the law of another country (say, a German GmbH) that then registers to do business in a US state. This is the only category still required to file.

The overwhelming majority of our clients fall into the first group. If you formed a US LLC, you hold a domestic entity, and the BOI requirement no longer applies to you. The 5472 filing and your state annual report still apply — BOI was always a separate obligation — but the BOI report itself is off your plate.

If You Do Have a Foreign Reporting Company

If you registered a non-US company to do business in a US state, you may still need to file — with one important relief: foreign reporting companies are not required to report any US persons as beneficial owners, and US persons aren't required to hand over their information for such a filing. Deadlines under the interim final rule ran 30 days from registration (or from March 26, 2025 for those already registered).

What You Should Actually Do

• Formed a US LLC? No BOI report is required. If you already filed one, no updates are needed.
• Registered a foreign company in the US? Check whether you fall under the foreign reporting company definition and confirm your filing status.
• Keep an eye on FinCEN. The interim final rule invited public comment and FinCEN indicated it intends to finalize rules later. The direction could shift again.

Don't Confuse BOI With Your Other Filings

The BOI walk-back does not change the rest of your compliance. A foreign-owned single-member LLC still files Form 5472 with a pro forma 1120 each year, still needs an EIN, and still files its state annual report. For the full picture, see our guide to yearly filing requirements for non-resident LLCs.

Not sure which bucket you're in, or want your annual filings handled correctly? Get in touch and we'll sort it out.