What Is the BOIR?
The Corporate Transparency Act (CTA) was enacted in 2021. It requires most US companies to report their beneficial owners. Reports go to FinCEN (the Financial Crimes Enforcement Network, which is part of the US Treasury and tracks financial crimes).
A Beneficial Ownership Information Report (BOIR) discloses who owns or controls a company. It requires the names, dates of birth, addresses, and government IDs of each beneficial owner. FinCEN's stated purpose was to combat money laundering, tax fraud, and other financial crimes.
This is not an IRS form and is not part of your annual tax filing. It is a separate federal reporting requirement administered by FinCEN, not the IRS.
March 2025: US-Formed LLCs Are Exempt
On March 26, 2025, FinCEN issued an interim final rule (Federal Register, 90 FR 13688). It fundamentally changed who must file a BOIR.
The revised rule removed all BOI reporting requirements for US-formed domestic entities, including those owned by non-US persons. The law now defines "reporting company" in a narrow way: only foreign-formed entities that registered to do business in a US state.
This exemption applies to virtually all non-US persons who own US-formed LLCs, which describes our entire client base.
Source: FinCEN Interim Final Rule: Federal Register | FinCEN BOI Official Page
Who Still Needs to File?
A narrow category of entities remains subject to BOIR:
- Foreign-formed entities, such as a UK Limited Company, a German GmbH, or an Estonian OÜ, that have registered to do business in a US state
If your company was formed outside the United States, especially if you registered it to operate in a US state, you may have a BOIR obligation. Contact us at info@usllcfilings.com if you are unsure.
For US-formed LLCs (which covers the vast majority of our clients), no BOIR filing is required at this time.
Important Caveat: This Is an Interim Rule
The March 2025 exemption is based on an interim final rule, not a permanent one. FinCEN has not yet published a final rule. The interim rule's preamble says FinCEN may add back BOIR requirements for US companies with foreign owners.
We recommend monitoring fincen.gov/boi for updates, or let us monitor it for you.
We Monitor Compliance So You Don't Have To
Regulatory requirements for US LLCs change. BOIR went from mandatory to exempt in the span of a single rule change. The next change could go the other direction.
This page exists because we stay current on every regulatory change. We proactively tell you when something changes. You should not have to track Federal Register notices, court rulings, and congressional action on your own.
Your Other Filing Obligations Are Still Active
While BOIR is currently suspended for US-formed LLCs, your other compliance obligations remain in full effect.
Form 5472 + Pro Forma 1120: Still Required
If you own a US LLC and you are not a US citizen or green card holder, you must file Form 5472 + Pro Forma 1120 with the IRS every year, regardless of income, transactions, or activity. The penalty for missing this filing is $25,000 per form, per year.
This obligation is completely separate from BOIR and is not affected by the FinCEN exemption.
Annual Maintenance: Everything Covered
Not sure which filings still apply to your LLC? Our Annual Maintenance package covers everything in one place: Form 5472 filing, registered agent, state annual report, and compliance monitoring.
Get Notified If BOIR Requirements Change
We monitor FinCEN regulatory updates for our clients. Drop us a message and we will add you to our compliance notification list. No spam, only regulatory changes that affect your LLC.
Common Questions
Do I still need to file a BOIR?
Probably not. If your LLC was formed in any US state (which covers virtually all of our clients), you are currently exempt under the March 2025 FinCEN interim final rule. This applies regardless of your nationality. The only entities still required to file are those formed under foreign law (e.g., a UK Ltd or German GmbH) that registered to do business in a US state.
Is BOIR the same as Form 5472?
No. They are completely separate requirements from different federal agencies. Form 5472 is an IRS form for tax compliance. It reports transactions between your LLC and its foreign owner. The BOIR is filed with FinCEN (not the IRS) and is an ownership disclosure requirement under the Corporate Transparency Act. The BOIR exemption does not affect your Form 5472 obligation. That filing is still required every year.
What if I already filed a BOIR?
Your filing is on record with FinCEN. There is nothing you need to do. You do not need to withdraw or amend a previously filed BOIR. If ownership details change in the future and requirements are reinstated, an updated report may be needed at that time.
Will BOIR requirements come back?
Possibly. FinCEN's interim rule preamble signals it may reimpose requirements for US companies with foreign owners in the final rule. However, no formal proposal has been published, no timeline has been announced, and the current regulatory and political environment makes near-term reimposition unlikely. We monitor this closely and will notify clients if anything changes.
Need Help With Your LLC Compliance?
Form 5472 + Pro Forma 1120 filing: the core annual requirement for foreign-owned US LLCs. $299, no hidden fees.