Federal Beneficial Ownership Information (BOI) for Foreign Companies

What is the BOI Report?

Effective January 1, 2024, most domestic and foreign corporations, limited liability companies, and other similar business entities operating within the US were required to file a report outlining details about their beneficial owners (those who ultimately control and/or own the company) to the US Department of the Treasury's Financial Crimes Enforcement Network (FinCEN).

Enacted under the Federal Corporate Transparency Act, those reporting requirements aimed to strengthen the integrity of the US financial system by deterring bad actors from using shell companies for money laundering or concealing assets.

Update on Recent Decisions Made Regarding Reporting Requirements

On December 3, 2024, a federal court ruled (in Texas Top Cop Shop, Inc., et al. v. Garland, et al), that FinCEN's requirement for companies to report their beneficial ownership information is unconstitutional. As a result, companies were not requrired to file the report and the enforcement deadlines were not enforceable.

On December 23, 2024, the United States Court of Appeals for the Fifth Circuit lifted the nationwide preliminary injunction against the enforcement of the Corporate Transparency Act (CTA) that had been issued by the United States District Court for the Eastern District of Texas on December 3, 2024.

On December 27, 2024, merely three days after the U.S. Court of Appeals for the Fifth Circuit reinstated a rule mandating businesses to file Beneficial Ownership Information, the same court reversed its decision, granting businesses a reprieve from these filing requirements.

On February 18, 2025 a decision by the U.S. District Court for the Eastern District of Texas ruled that the BOI reporting requirements were once again in effect. As a result, the deadline for reporting was extended for most companies to March 21, 2025.

On March 2, 2025 the U.S. Treasury Department announced that it would not enforce the Beneficial Ownership Information reporting requirement.

A interim final rule published by the Financial Crimes Enforcement Network (FinCEN) on March 21, 2025 confirmed that the only companies that are required to file a BOI report are foreign reporting companies (companies formed outside the United States).

FinCEN intends to finalize this rule by the end of 2025, in order to reduce excessive regulatory pressures imposed on American business owners.

What are the Reporting Deadlines for Foreign Companies?

Since the March 21 publication date, reporting deadlines for foreign companies are as follows:

  • Foreign companies registered before March 21, 2025: within 30 days of this rule's publication date.
  • Foreign companies registered on or after March 21, 2025: within 30 calendar days after receiving notice of their registration.

How do foreign companies file the BOI report?

Filing the BOI report is FREE and is filed online through FinCEN's BOI E-Filing System

The BOI report contains four sections that need to be completed:

  1. Filing Information
  2. Reporting Company
  3. Company Applicants
  4. Beneficial Owners

1. Filing Information

You will need the following information:

  • Type of Filing (Initial report, Correction, Update, Exemption)
  • Date prepared (auto filled)

2. Reporting Company

You will need the following information:

  • Legal name of the reporting company (your business name)
  • Tax Identification Type (Foreign)
  • Tax Identification Number
  • Country of Jurisdiction
  • Current address

3. Company Applicant

You will need the following information for the Company Applicant (the person who filed the initial formation paperwork for your business with the state):

  • FinCEN ID - Enter this ID if you had someone else form your business entity for you. If you enter the FinCEN ID, you will skip the rest of the questions in the Company Applicant section
  • Name and Date of Birth of the Company Applicant
  • Current Address of the Company Applicant
  • ID of the Company Applicant (typically the state ID or passport of the Company Applicant). Note: A copy of the ID will need to be uploaded.

4. Beneficial Owner

You will need the following information for EACH owner of the company:

  • Legal Name and Date of Birth
  • Residential Address
  • ID of the Company Applicant (typically the state ID or passport of the owner). Note: A copy of the ID will need to be uploaded.

Enter the email address and name of the person completing the BOI report and submit the form. Upon acceptance, you will receive a confirmationemail.

Additional Resources

Start an LLC