Running a U.S. Business From Overseas? You May Need to File a BOIR

Running a business abroad comes with its fair share of challenges—unexpected paperwork, changing compliance rules, and the occasional late-night Google search about U.S. requirements you hadn’t thought about. And one obligation that has repeatedly stumped many American entrepreneurs is the Beneficial Ownership Information Report (BOIR). 

BOIR is a requirement for certain businesses to disclose information about their beneficial owners to the U.S. government. In 2025, an important change to this requirement was introduced under the interim final rule: many domestic reporting companies, including most U.S.-formed limited liability companies (LLCs) and corporations are now considered exempt entities. But, foreign entities registered with a state secretary of state to do business in the U.S. may still need to comply and file.

Understanding whether a BOIR filing exemption applies to your business and knowing the correct filing method are key to staying compliant. Here’s everything you need to spare yourself from costly penalties and keep your cross-border operations running smoothly. 

What BOIR is (and isn’t)

A Beneficial Ownership Information Report (BOIR) is a disclosure that certain companies have to file with the U.S. Department of the Treasury’s Financial Crimes Enforcement Network (FinCEN). It captures details about individuals who exercise ownership or ownership interests in certain business entities. Created under the Corporate Transparency Act (CTA), BOIR’s goal is to help the U.S. government curb financial crimes like money laundering and fraud. 

Unlike IRS returns, BOI reports don’t affect your tax liability or income calculations; it focuses solely on ownership and control. Filing inaccurate or late information, however, can still lead to unwanted penalties, so accuracy matters. 

Which businesses must file a BOIR?

Under current rules, BOIR requirements primarily apply to foreign reporting companies while U.S.-formed businesses are exempt from reporting requirements.

Your company is considered a foreign reporting company if it: 

• Was formed under the laws of a country outside the U.S., and 
• Has registered to do business in a U.S. state or similar jurisdiction

These entities may still be required to file a BOIR with FinCEN, depending on their structure and activities. 

If your company is required to file, the next step is determining who qualifies as a beneficial owner, since those individuals must be disclosed in the report. 

Who counts as a “beneficial owner” 

When a filing is required, the company has to identify individuals who own or control the business. However, foreign reporting companies are generally not required to report U.S. persons as beneficial owners, even if those individuals meet the ownership or control thresholds. 

An individual is considered a beneficial owner if they meet one of two tests: 

Ownership test

An individual is considered a beneficial owner if they own or control at least 25% of the company.

This could include: 

• Direct ownership of shares or membership interests
• Indirect ownership through another entity 
• Ownership held through certain trusts or holding companies

Substantial control test 

An individual may also qualify as a beneficial owner if they exercise substantial control over the company, even if they own little or none of it. 

Examples can include: 

• Senior officers such as a CEOs, presidents, CFOs, or COOs 
• Individuals who make major business decisions 
• People with authority to appoint or remove senior leadership 

What information must be reported?

BOIR filings include details about the company and, where required, the individuals who own or control it. 

Company information 

The report requires basic identification details, including: 

• The company’s legal name 
• Any “doing business as (d/b/a) or “trading as” (t/a) names
• The company’s current main address 
• The jurisdiction where the entity was formed or registered
• The company’s tax identification number (such as an EIN), or, if none has been issued, a foreign tax identification number and the issuing jurisdiction. 
• Whether it is an initial report, correction, or an update of a previous report 

Beneficial owner information 

For each beneficial owner, the company must report: 

• Full legal name
• Date of birth 
• Residential address
• A unique identifying number from an approved document such as a driver’s license or passport
• An image of that identification document 

Company applicant information 

Some companies must also report information about company applicants (the individuals involved in forming or registering the entity). This typically refers to the person who filed the formation, or the person who directed that filing. 

For example, the company applicant might be: 

• An attorney
• A registered agent
• An online formation service provider

The company has to report: 

• The individual’s name
• Date of birth 
• Address
• An identifying number from an acceptable identification document 
• An image of identification of the identification document 

How and where to file

BOIR filings are submitted electronically through FinCEN’s e-filing system. There is currently no filing fee for submitting a BOIR. 

The process generally involves: 

1. Gathering company and ownership information 
2. Collecting identification documents for each beneficial owner
3. Completing and submitting the BOIR on FinCEN’s official website 

When e-filing, be aware of scams or unofficial portals mimicking the agency’s interface. Always use the official BOIR portal on FinCEN’s website to ensure your information is submitted securely. 

Deadlines, updates, and penalties

BOIR isn’t an annual filing. Instead, it’s generally a one-time report, with additional filings required only if certain information changes. 

When a BOIR must be filed

If a company is required to file, it typically needs to submit a BOIR after it registers to do business in a U.S. state, within the timeframe established by FinCEN’s interim final rule.

As of now, foreign reporting companies registered to do business in the United States on or after March 26, 2025, generally must file within 30 calendar days of receiving actual or public notice that their registration is effective.

When updates are required

A company that is subject to BOIR may need to file an updated report if: 

• Beneficial ownership changes 
• A new individual gains substantial control 
• Previously reported information becomes inaccurate 

Updates are generally required within a limited timeframe after the change, so it’s important to monitor ownership and control structures carefully. 

Penalties for non-compliance 

Failure to comply with BOI reporting requirements can lead to significant consequences, including: 

• Civil fines that may accrue daily for ongoing violations 
• Larger penalties for willful non-compliance
• Potential criminal consequences in serious cases

For expats managing multiple cross-border obligations, missing a required BOIR filing can create additional compliance risks. Addressing issues promptly can help reduce potential exposure. 

Stay on top of BOIR reporting

Running a business across borders comes with more moving parts than most entrepreneurs expect. The Beneficial Ownership Information Report (BOIR) adds another layer of compliance for many foreign companies based in the U.S.

If you’re unsure whether BOIR applies to your business or how it fits into your broader expat tax situation, professional guidance can help you avoid costly mistakes and stay ahead of reporting deadlines. 

Bright!Tax works exclusively with Americans abroad, helping expat business owners understand their U.S. tax and reporting obligations wherever they live. Reach out to us today for expert help navigating BOIR and the rest of your cross-border tax responsibilities.

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