Beneficial Ownership Reporting: Does Your Business Still Need to File?

U.S.-formed companies no longer have to file beneficial ownership information reports with FinCEN. Certain foreign-formed companies registered to do business in the U.S., however, still have reporting obligations.

At Bright!Tax, we help American business owners abroad make sense of their U.S. tax and reporting responsibilities. If you run a company across borders, the first BOIR question is where your business was formed—not where you happen to live.

What is a BOIR—and why does it matter?

A Beneficial Ownership Information Report, or BOIR, is a filing submitted to the U.S. Treasury Department’s Financial Crimes Enforcement Network, known as FinCEN.

The report provides information about a reporting company and certain individuals who own or control it. Depending on when the company registered to do business in the U.S., it can also include information about people involved in that registration.

The reporting framework was established under the Corporate Transparency Act to help authorities address financial crimes such as money laundering.

Question	BOIR	U.S. tax return
Who receives it?	FinCEN	IRS
What is it for?	Reporting company and applicable ownership information	Reporting income, calculating tax, or providing other required tax information
Does it calculate income tax?	No	An income-tax return does
Is it generally filed annually?	No	Many tax returns and information forms are annual
Does an exemption from one eliminate the other?	No	No

A BOIR exemption doesn’t automatically remove your U.S. tax obligations. If you own a foreign business, we still need to review your income, ownership structure, and any applicable tax forms.

Which businesses must file a BOIR?

Under FinCEN’s current rule, a reporting company is an entity that:

1. Was formed under the law of a country outside the U.S.; and
2. Registered to do business in a U.S. state or tribal jurisdiction by filing a document with a secretary of state or similar office.

Even if a foreign-formed company meets those conditions, it may qualify for a separate exemption.

Business situation	BOIR treatment
Company created in the U.S., owned by an American living abroad	Exempt from FinCEN BOI reporting
Company created in the U.S., owned by a foreign person	Exempt from FinCEN BOI reporting
Foreign-formed company with no qualifying U.S. registration	Not a reporting company under the current definition
Foreign-formed company registered to do business in a U.S. state or tribal jurisdiction	Reporting may be required unless an exemption applies
Foreign-formed, U.S.-registered company owned by a U.S. person	The company can still have a filing obligation, even though the U.S. owner’s information isn’t reported

Consider Alex, a U.S. citizen living in Portugal who owns an LLC created in Delaware. His overseas address doesn’t turn the Delaware LLC into a foreign-formed company. Under the current rule, the LLC is exempt from FinCEN BOI reporting.

Now consider Priya, a U.S. citizen living in Canada who owns a Canadian corporation. If that corporation registers to do business in New York by filing with the appropriate state office, we would need to check whether the company meets the reporting definition and whether an exemption applies.

Priya’s status as a U.S. person affects whether her information is reported. It doesn’t automatically exempt the Canadian corporation from filing.

What changed in 2026?

FinCEN narrowed the rules through an interim final rule in March 2025. Its 2026 final rule retained those changes and added further relief for U.S. persons.

Change	When it took effect
U.S.-created entities were removed from BOI reporting requirements	March 2025 interim final rule
U.S.-person beneficial owners were excluded from reporting	March 2025 interim final rule
The earlier changes were made permanent under the current regulation	August 14, 2026
U.S.-person company applicants were excluded from reporting	August 14, 2026
U.S. persons with FinCEN IDs no longer had to update or correct their ID information	August 14, 2026

FinCEN has also announced that it is implementing a process to delete information it reasonably believes was submitted by U.S. persons. That announcement doesn’t mean every previously submitted record has already been deleted.

Who counts as a beneficial owner?

A beneficial owner is an individual who directly or indirectly:

• Owns or controls at least 25% of the company’s ownership interests; or
• Exercises substantial control over the company.

A person can qualify under either test. A non-U.S. individual with little or no ownership might still be reportable because of their role in running the business.

The ownership test

Ownership interests can include shares, membership interests, and other arrangements that give someone an ownership stake. Indirect interests can matter too.

For example, an individual might hold an interest through another company or through certain trust arrangements. The company needs to look through the structure to identify the individuals who meet the applicable test.

Consider Mateo, who lives in Mexico and indirectly owns 30% of a foreign reporting company through a holding company. His interest can make him a beneficial owner even though his name isn’t on the reporting company’s immediate shareholder register.

The holding company itself isn’t the beneficial owner under the individual ownership test. We need to understand who ultimately owns or controls the relevant interests.

The substantial-control test

Someone can exercise substantial control through authority over the company’s management or major decisions.

Role or authority	Why it matters
Senior officer	Certain officers, including a CEO, CFO, or COO, can meet the substantial-control test
Appointment or removal authority	Authority over certain senior officers or a majority of the board can count
Important decision-maker	Directing or substantially influencing important company decisions can count
Other substantial control	Control can exist through arrangements that don’t fit neatly into a job title

Suppose a foreign reporting company has three owners, none holding 25%. Its non-U.S. CEO makes major decisions and directs operations. The company still needs to assess that CEO under the substantial-control test.

Are U.S. persons reported as beneficial owners?

No. Under FinCEN’s current rule, a reporting company doesn’t report beneficial ownership information for U.S.-person beneficial owners.

That doesn’t mean a foreign reporting company can skip the company filing. It means the company excludes those U.S. persons’ beneficial ownership information from the report.

Individual’s position	Does the company report their beneficial ownership information?
U.S. person who owns 50%	No
Non-U.S. person who owns 30%	Generally yes, unless an applicable exception applies
Non-U.S. person with substantial control	Generally yes, unless an applicable exception applies
Non-U.S. person who owns 5% and has no substantial control	Not under those tests alone

What information must be reported?

A company that must file provides information about itself and its reportable beneficial owners. Some companies must also provide information about reportable company applicants.

Company information

FinCEN generally requires:

Information	What to provide
Legal name	The company’s full legal name
Other names	Applicable trade, “doing business as,” or “trading as” names
U.S. address	The U.S. principal place of business, or the U.S. address from which the company conducts business if its principal place of business is abroad
Formation jurisdiction	The foreign country or other jurisdiction where the company was formed
First U.S. registration	The state or tribal jurisdiction where the company first registered
Tax identification	An IRS taxpayer identification number, if issued; otherwise, a foreign tax identification number and issuing jurisdiction

The report also indicates whether it is an initial filing, an update, or a correction.

Beneficial owner information

For each reportable beneficial owner, the company generally provides:

• Full legal name.
• Date of birth.
• Current residential address.
• An identifying number from an acceptable identification document.
• An image of that document.

An applicable FinCEN identifier can be used in place of the individual’s identifying details on the report when the rules permit it.

U.S.-person beneficial owners aren’t reported.

Company applicant information

A company applicant is an individual involved in registering the foreign company to do business in the U.S.

A reporting company first registered in the U.S. on or after January 1, 2024, must report applicable company applicants. A company first registered before that date doesn’t have to report them.

There can be up to two applicants:

1. The individual who directly filed the U.S. registration document.
2. If more than one person was involved, the individual primarily responsible for directing or controlling that filing.

An attorney or an individual working for a filing service could qualify, depending on what they actually did. The service company itself isn’t the company applicant.

Under the 2026 final rule, reporting companies don’t report information about U.S.-person company applicants.

How and where do you file a BOIR?

A required BOIR is filed electronically through FinCEN’s official BOI E-Filing System. FinCEN doesn’t charge a filing fee.

Step	What to do
Confirm reporting status	Check formation, U.S. registration, and exemptions
Gather company information	Collect legal names, addresses, jurisdictions, and tax identification details
Identify reportable individuals	Review ownership, substantial control, and applicable exclusions
Check company applicants	Determine whether applicant reporting applies and whether the individuals are U.S. persons
Submit the report	Use FinCEN’s official electronic system
Retain records	Keep the confirmation and information needed to monitor future changes

Be careful with unofficial websites offering to file a BOIR for a fee. A third-party service may charge for its assistance, but FinCEN’s own filing system is free.

If you’re uncertain whether the company must file, a professional familiar with the current FinCEN rules can help assess the facts before you submit sensitive information.

BOIR deadlines, updates, and penalties

A BOIR isn’t generally an annual filing. A reporting company files an initial report and then submits an update or correction when the rules require one.

When is the initial BOIR due?

U.S. registration date	General initial filing deadline
Before March 26, 2025	April 25, 2025
On or after March 26, 2025	Within 30 calendar days after the earlier of actual notice or public notice that registration is effective

These deadlines apply to companies that meet the reporting definition and don’t qualify for an exemption. Other circumstances, such as losing an exemption, need their own review.

Suppose a UK-formed company receives actual notice on September 8 that its Florida registration is effective. If the state didn’t provide public notice earlier and the company must report, the 30-day period starts from that notice.

Don’t wait until the company has opened its U.S. bank account or made its first sale to check the deadline. The registration date and notice matter.

When do you need to update a report?

A reporting company generally must file an updated report within 30 calendar days after a change to required information about the company or its beneficial owners.

Change	What to consider
Company changes its legal name or reportable address	An updated report is generally required
A reportable beneficial owner changes	An updated report is generally required
A reportable individual gains substantial control	An updated report may be required
Previously reported company-applicant information changes	An update generally isn’t required solely for that later change
A previously filed report was wrong when submitted	A corrected report may be required

A correction addresses information that was inaccurate when the report was filed. It is generally due within 30 calendar days after the company becomes aware, or has reason to know, of the inaccuracy.

An update addresses information that was correct when filed but later changed.

What are the penalties for noncompliance?

The Corporate Transparency Act provides civil and criminal penalties for willful violations, including willfully failing to file, update, or correct required information, or willfully providing false information.

Civil penalties can accrue daily and are adjusted for inflation. Criminal penalties can include fines and imprisonment.

An honest mistake isn’t the same thing as a willful violation. If you discover an error or missed filing, review the applicable requirements and address it promptly.

Use FinCEN’s compliance guidance to check the current rules and penalty information.

How does BOIR fit into your U.S. tax obligations?

A company can be exempt from BOI reporting and still have U.S. tax or information-reporting obligations.

That distinction matters for our Bright!Tax clients who own foreign businesses. We look at the entity, the ownership, and the income—not just whether a FinCEN report is due.

Situation	Other U.S. questions to review
You own a U.S.-formed LLC	How is the LLC treated for tax purposes, and which federal or state filings apply?
You own a foreign corporation	Does your ownership create Form 5471 or other reporting requirements?
You own a foreign partnership	Does Form 8865 or another information return apply?
Your business has foreign financial accounts	Could you have an FBAR filing requirement based on ownership or signature authority?
You receive salary or distributions	How are those amounts reported on your U.S. return?

The answers depend on the structure and your circumstances. FinCEN reporting and U.S. tax returns are separate obligations.

Keep your cross-border business reporting on track

The BOIR rules have changed, but owning a business abroad can still bring U.S. tax and information-reporting questions. Knowing which obligations apply to your company—and which apply to you personally—makes the paperwork easier to manage.

At Bright!Tax, we help Americans abroad understand their U.S. tax obligations, report foreign business income, and identify applicable filing requirements. Our expat tax team looks at your business alongside the rest of your return.

Get help with your U.S. expat business taxes.

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