BOI reporting for foreign-owned US companies: what changed in 2026

If your US company was formed in a US state, it does not need to file beneficial ownership information with FinCEN, even if every owner lives abroad. That is the position on BOI reporting for foreign-owned US companies after FinCEN's final rule of August 2026, as read on FinCEN's own pages in October 2026. The obligation now applies only to companies formed under foreign law that register to do business in a US state.

The short answer, as of October 2026

According to FinCEN's BOI page, a reporting company now means only an entity formed under the law of a foreign country that has registered to do business in any US state or Tribal jurisdiction. FinCEN also states that US companies are exempt from BOI reporting requirements.

For most founders reading this, that settles it. A Delaware C corporation or LLC owned by a Swedish, Dutch, German or Indian parent, or by individual founders abroad, is a US company. It is exempt.

How the rules changed between 2025 and 2026

BOI reporting under the Corporate Transparency Act originally covered US companies as well as foreign ones. The change came in four steps:

1. 1March 21, 2025: FinCEN announced it would remove BOI reporting for US companies and US persons.
2. 2March 26, 2025: an interim final rule followed.
3. 3August 11, 2026: FinCEN issued a final rule that, in its words, permanently removes the requirement for US companies and US persons to report BOI.
4. 4August 14, 2026: the rule was published in the Federal Register and took effect on publication.

FinCEN has also said it will delete BOI previously provided by US persons.

Who still has to report

The remaining obligation falls on foreign entities, meaning companies formed under the law of another country, that register to do business in a US state. Such a company must report BOI, including information on its foreign individual beneficial owners. US-person beneficial owners and US-person company applicants do not need to be reported. Per FinCEN's BOI page, a new registrant has 30 calendar days after its registration becomes effective to file.

Consider a hypothetical. A Belgian NV that registers itself directly to do business in Texas, rather than forming a US subsidiary, is a foreign company registered in a US state. On FinCEN's current definition, it is a reporting company. A Delaware subsidiary of the same Belgian NV is not. Based on FinCEN's BOI page as read on October 22, 2026:

Why the entity choice now affects BOI

This gives one more reason to look closely at how you structure US operations. Most established companies entering the US form a US subsidiary, often in Delaware, rather than registering the foreign parent in a US state. The subsidiary route keeps the company outside the BOI regime under today's rule. Registering the parent directly keeps it inside.

BOI should not drive that decision on its own. Liability, tax, investor expectations and banking matter more. It is, however, a real difference between the two routes, and worth a line in your board paper. The rest of that paper is commercial: whether the US opportunity is real at your stage or a year too early, which buyers to target first and which route to market fits your economics. That is the part Greatweek's US Market Entry work pressure-tests, while the structure itself stays with your lawyers and tax advisors. Our checklist for setting up a US company from abroad shows where the structure decision sits in the sequence.

Why older advice is now wrong

Search results, formation service pages and blog posts written before 2025 often say every new LLC or corporation must file a BOI report within 90 days, or within 30 days, of formation. For US-formed companies, that guidance is out of date under FinCEN's August 2026 final rule.

Some providers still list BOI filings among their services. Firstbase, for example, includes BOI filings in its registered agent package as of October 2026. That can be useful for a foreign company registered in a US state. If your company is US-formed, check that you are not paying for a filing you no longer need.

Be careful in the other direction too. The rule could change again, as it did twice in 2025 and 2026. Check FinCEN's page before relying on any article, including this one.

What the BOI change does not affect

The exemption removes one filing. It does not remove other obligations:

• A foreign-owned single-member LLC still files a pro forma Form 1120 with Form 5472 attached, and the IRS penalty for not filing is $25,000.
• A Delaware corporation still files its annual report and franchise tax by March 1.
• Banks still ask for the identity of owners when you open an account, under their own policies.

For the wider picture, see US tax obligations for a foreign-owned company.

Frequently asked questions

Does a foreign-owned Delaware LLC need to file a BOI report?

No, based on FinCEN's August 2026 final rule. A Delaware LLC is a US company, and FinCEN states that US companies are exempt from BOI reporting, regardless of where the owners live.

Which companies still file BOI reports in 2026?

Entities formed under the law of a foreign country that have registered to do business in a US state or Tribal jurisdiction. They report foreign beneficial owners, but not US-person owners or applicants.

What is the BOI deadline for a foreign company registering in a US state?

FinCEN's BOI page gives new registrants 30 calendar days after their registration becomes effective.

I filed a BOI report for my US company in 2024. Do I need to update it?

FinCEN has removed the requirement for US companies, so no update obligation applies to a US-formed company under the current rule. FinCEN says it will delete BOI previously provided by US persons.

This article reflects FinCEN's published position as of October 22, 2026. For the broader case for a US entity, read the benefits of incorporating in the US, or book a 20-minute US Entry Review through our contact page. Greatweek does not give legal advice, so confirm your company's status with a qualified US corporate lawyer before you rely on it.