US companies are now exempt — foreign-owned US entities are not

FinCEN BOI Filing for Foreign-Owned US Entities

The Corporate Transparency Act has been a moving target. The current rule exempts US domestic companies entirely — but a Canadian or Indian company registered to do business in a US state is still a "foreign reporting company" and must file a Beneficial Ownership Information report with FinCEN. We file it and keep it current so a routine address or ownership change never becomes a penalty.

Check If I Must File Who's In Scope
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Quick answer

Do foreign-owned US companies still have to file a FinCEN BOI report?

Yes. Under the current Corporate Transparency Act rule, FinCEN exempts companies formed in the United States from beneficial ownership reporting — but a company formed under foreign law that has registered to do business in a US state is still a "foreign reporting company" and must file a Beneficial Ownership Information report. So a Canadian or Indian corporation operating in the US generally still files, even though a US-formed LLC owned by the same people now does not. You report every beneficial owner who owns or controls 25% or more, or exercises substantial control, and you must update FinCEN within 30 days of any change to ownership, addresses, or identification documents. Willful failure to file or update carries an inflation-adjusted penalty of roughly $591 per day. Because the rule has shifted repeatedly through court challenges, we confirm your reporting status against current FinCEN guidance at the time we file.

Who Has to File Now

Under the current FinCEN interim final rule, the scope narrowed dramatically — which is exactly why so many owners are confused about whether it still applies to them.

Exempt now

Entities formed in the United States (domestic reporting companies) and US persons are exempt from BOI reporting under the current rule and do not need to file or update.

Still in scope

Entities formed under foreign law that have registered to do business in a US state — for example a Canadian or Indian corporation operating in the US — remain reporting companies and must file BOI.

A note on the moving target: the CTA has been through court challenges and repeated rule changes, and a final rule was still pending. We confirm your reporting status against current FinCEN guidance at the time we file, rather than relying on last year's rules.

~$591/day

Civil penalty

The $500/day statutory amount, adjusted for inflation, for willful failure to file or update.

30 days

Update window

To report a change in ownership, control, addresses, or ID documents after it happens.

25%

Ownership trigger

Owning or controlling 25% or more, or exercising substantial control, makes you a beneficial owner.

What We Do

  • Confirm whether your entity is in scope under the current FinCEN rule before filing
  • Identify the correct beneficial owners through layered or foreign ownership structures
  • Prepare and submit the initial BOI report through the FinCEN system
  • Monitor for triggering changes and file 30-day updates so you never miss a deadline
  • Bundle BOI with your annual Form 5472 / Form 1120 compliance for foreign-owned entities

BOI / Corporate Transparency Act FAQs

Does my company still have to file BOI?
Under the current FinCEN interim final rule, US-formed entities and US persons are exempt. But entities formed under foreign law and registered to do business in a US state remain reporting companies. A Canadian or Indian corporation operating in a US state is generally still in scope. Because the rule keeps changing, we confirm your status against current FinCEN guidance before filing.
What is the penalty for not filing?
The CTA provides civil penalties of up to $500 per day (a statutory figure adjusted for inflation, currently around $591/day) for willful failure to file or update, plus criminal penalties of up to $10,000 and up to two years imprisonment.
When must I update a report?
Within 30 days of a change to previously reported information — a new beneficial owner, ownership change, new company address, or a change to an owner's address or ID document. Missing an update carries the same exposure as not filing.
Who is a beneficial owner?
Generally, anyone who directly or indirectly owns or controls 25% or more of the entity, or exercises substantial control. For layered foreign ownership, identifying the right individuals is the hard part, and getting it wrong is a common cause of inaccurate filings.

Don't Let a Moving Rule Become a Penalty

A quick call confirms whether you must file and gets it handled and monitored. No commitment.

[email protected] +1 (206) 209-8210