Yes. A company formed under the law of a foreign country that is registered to do business in any U.S. state or tribal jurisdiction is still a reporting company under the Corporate Transparency Act, and it must file a beneficial ownership information (BOI) report with FinCEN within 30 calendar days after its registration becomes effective. FinCEN's final rule of August 11, 2026 permanently removed reporting for companies formed in the United States and for U.S.-person owners and applicants, but it left the foreign-company obligation, the 30-day clock, and the penalties for willful noncompliance exactly where the March 2025 interim rule put them.
The answer surprises many foreign owners, because nearly everything written about the Act lately has been about its retreat. The retreat was real; it simply did not reach foreign-formed companies qualified to do business in a U.S. state.
From Interim Rule to Final Rule
The Act, codified at 31 U.S.C. § 5336, originally reached roughly 32 million entities. In March 2025, after injunctions and a Treasury announcement that it would not enforce the rule against U.S. citizens or domestic companies, FinCEN issued an interim final rule (90 FR 13688, effective March 26, 2025). It redefined "reporting company" to cover only foreign-formed entities registered in a state or tribal jurisdiction, used the Treasury Secretary's exemption authority under § 5336(a)(11)(B)(xxiv) to carve out every domestically formed entity, and relieved foreign reporting companies from reporting any beneficial owner who is a United States person.
On August 11, 2026, FinCEN adopted that interim rule as a final rule (91 FR 52508), effective on publication on August 14, 2026. It made three limited changes, all toward less reporting: a foreign reporting company no longer reports U.S.-person company applicants; U.S. persons holding a FinCEN identifier no longer have to keep it updated; and FinCEN committed to a one-time sweep deleting the BOI of U.S. companies and U.S. persons already in its database. On the point that matters to foreign companies, the preamble is blunt: Treasury "was not persuaded by commenters' arguments that a 30-day filing period was unreasonably short," and the timing provisions were adopted without change.
| Date | Event |
|---|---|
| January 1, 2024 | Original BOI reporting rule takes effect for domestic and foreign reporting companies. |
| March 26, 2025 | Interim final rule published and effective (90 FR 13688). Reporting narrowed to foreign-formed entities; U.S.-person beneficial owners exempted. |
| April 25, 2025 | Deadline for foreign companies registered before March 26, 2025 to file initial, updated, or corrected reports. |
| August 11, 2026 | FinCEN issues the final rule adopting the interim rule with limited changes. |
| August 14, 2026 | Final rule published and effective (91 FR 52508). U.S.-person company applicants exempted; FinCEN ID update duty lifted for U.S. persons. |
| December 31, 2026 | New York Department of State deadline for foreign-country LLCs authorized in New York before January 1, 2026 to file under the LLC Transparency Act. |
| February 10, 2027 | Cut-off for FinCEN's one-time deletion sweep: U.S.-person BOI included in filings after this date will not be purged. |
Who Is a Reporting Company Now
Under 31 CFR § 1010.380(c)(1) as revised, a reporting company is any corporation, limited liability company, or other entity that is formed under the law of a foreign country and is registered to do business in any state or tribal jurisdiction by filing a document with a secretary of state or similar office. The entity must be foreign-formed: a Delaware LLC owned entirely by a foreign parent is not a reporting company, because § 1010.380(c)(2)(xxiv) now exempts every entity created by a filing with a U.S. state or tribal office, whoever owns it. And the entity must have registered: a foreign company doing business in the United States without an application for authority has not triggered the Act. The trigger is the certificate of authority, not the activity behind it.
This is why the obligation so often arrives bundled with foreign qualification. A German GmbH that registers in New York to sign a lease becomes a reporting company the day that registration takes effect. The firm therefore handles the FinCEN report within its foreign-qualification and CTA filing service, on one calendar with the state registration. By FinCEN's own estimate there are roughly 28,000 non-exempt foreign reporting companies, of which about 13,000 had filed by December 31, 2025.
What Must Be Reported, and the U.S.-Person Carve-Out
The report has two layers. The company layer, under § 1010.380(b)(1)(i), consists of the entity's full legal name, any trade names, the street address of its principal place of business in the United States, its foreign jurisdiction of formation, the state or tribal jurisdiction where it first registered, and its IRS taxpayer identification number or, if none has been issued, a foreign tax identification number and the issuing jurisdiction. A report cannot be completed without a tax identification number, so a newly registering foreign company should apply for its EIN as early as possible and keep a record of the application date in case the 30-day period is tight.
The individual layer covers beneficial owners and, for companies first registered in the United States on or after January 1, 2024, company applicants. A beneficial owner under § 1010.380(d) is any individual who directly or indirectly exercises substantial control over the company or owns or controls at least 25 percent of its ownership interests; senior officers are within substantial control regardless of equity. A company applicant is the individual who files the registration document or directs its filing. For each reportable individual the company provides full legal name, date of birth, residential street address, the number and issuing jurisdiction of a non-expired passport or qualifying government identification, and an image of that document, or a FinCEN identifier in place of all of it.
The carve-out sits in the new § 1010.380(b)(5). A reporting company is exempt from reporting the BOI of any United States person who is a beneficial owner or company applicant, and U.S. persons are exempt from providing it. "United States person" takes its meaning from § 7701(a)(30) of the Internal Revenue Code, which covers U.S. citizens, resident aliens, and domestic entities. A foreign company with mixed ownership therefore names only its non-U.S. individuals, and one whose 25-percent holders and senior officers are all U.S. persons reports no individuals at all; the interim rule's preamble describes such companies as "exempt from the requirement to report any beneficial owners." Nothing in the rule text, however, turns such a company into a non-reporting company, and FinCEN has not published guidance saying that it may skip the filing altogether. The better reading is that the entity-level information is still due and that the company must still identify its beneficial owners in order to know that none is reportable; a company in that position should confirm the point with counsel rather than assume it has no filing.
Exemptions That Still Matter for Foreign Companies
The 23 original exemptions in § 1010.380(c)(2) survive, and a foreign-formed entity that fits one of them files nothing with FinCEN. The regulated-industry exemptions (securities reporting issuers, banks, insurance companies, SEC-registered investment advisers) are self-evident. Two others require closer attention.
The large operating company exemption at § 1010.380(c)(2)(xxi) is the one most foreign commercial enterprises should test first, and the one most often misapplied. All three conditions must be met by the registered entity itself: more than 20 full-time employees in the United States, an operating presence at a physical U.S. office, and a U.S. federal income tax or information return for the previous year showing more than $5,000,000 in gross receipts or sales from U.S. sources. Employees cannot be aggregated across affiliates, so a foreign parent with 200 employees in Europe and eight in New York does not qualify, nor does a company in its first year of U.S. operations, which has no prior-year U.S. return.
The subsidiary exemption at § 1010.380(c)(2)(xxii) covers an entity wholly owned or controlled by one or more entities exempt under specified paragraphs. The parent list is not the full exemption list; it includes securities reporting issuers, banks, insurance companies, and large operating companies, but excludes pooled investment vehicles, so a foreign subsidiary of a listed company is typically exempt while a foreign feeder entity under a fund is not. And exemptions must be re-examined over time: a company that stops qualifying must file within 30 calendar days of losing the exemption.
The 30-Day Clock, Updates, and Penalties
The deadline in § 1010.380(a)(1)(i) runs 30 calendar days from the earlier of two events: the date the company receives actual notice that it has been registered to do business, or the date the secretary of state or similar office first provides public notice of the registration, such as by posting it to a publicly accessible registry. In states whose registries post filings promptly, New York among them, the public-notice trigger may control, so the clock should be assumed to start on the filing date rather than on receipt of a certificate. Companies registered before March 26, 2025 had to file by April 25, 2025; one that has not filed is already late and should file now.
The obligation is continuing. Under § 1010.380(a)(2), any change to previously reported information, including a change in who qualifies as a beneficial owner or a reported individual's new address or identifying document, requires an updated report within 30 calendar days. A report that was inaccurate when filed must be corrected within 30 calendar days after the company becomes aware of or has reason to know of the error. There is no annual filing; the federal system is event-driven, so the company needs a way of learning about changes among its foreign owners and officers.
Penalties are unchanged. Under § 5336(h), a person who willfully provides false BOI or willfully fails to report complete or updated BOI is liable for a civil penalty of up to $500 for each day the violation continues, adjusted annually for inflation, and may be fined up to $10,000, imprisoned for up to two years, or both. Liability can reach the individual who causes the failure and any senior officer at the time, and a safe harbor protects a filer who voluntarily corrects an inaccurate report within 90 days of submitting it. The final rule's preamble confirms that these provisions "continue to apply to foreign reporting companies and foreign persons."
Foreign LLCs in New York: The State Layer
A foreign LLC registered in New York files twice, with different agencies, on different clocks. New York's LLC Transparency Act, at LLC Law § 1106 and § 1107, defines "reporting company" by reference to 31 U.S.C. § 5336(a)(11) "as amended," limited to LLCs formed or authorized to do business in New York, and defines "exempt company" as an LLC that meets a federal exemption. Because the federal regulation now exempts every domestically formed entity, the Department of State's published guidance states that only LLCs formed under the law of a foreign country and authorized in New York are subject to the state disclosure requirement, and that U.S.-person beneficial owners are not reported. A bill that would have decoupled the state definitions from the federal ones, S8432, passed both houses in June 2025 and was vetoed on December 19, 2025, so the two regimes remain linked.
For a foreign-country LLC, the result is a New York beneficial ownership disclosure (or, if a federal exemption applies, an attestation of exemption) due within 30 days of filing the application for authority, with a $25 fee, followed by an annual statement. Foreign LLCs authorized in New York before January 1, 2026 have until December 31, 2026 under the Department of State's guidance. The state regime reaches only LLCs, requires an annual filing where FinCEN requires none, starts its 30 days from the application filing rather than from notice that registration is effective, and enforces administratively: a "past due" designation after 30 days, Attorney General fines of up to $500 per day, and suspension of the LLC's authority to do business in New York if it ignores a Department of State notice. The firm's New York LLC Transparency Act service prepares that filing alongside the FinCEN report so that one ownership analysis supports both.
The Corporate Transparency Act has become a narrow statute with a specific audience. If your company was formed outside the United States and holds, or is about to obtain, a certificate of authority in any state, you are that audience, and the live questions are whether an exemption applies, which of your owners and officers are non-U.S. persons, and whether the 30 days have already started.
Questions and answers
Does a foreign company registered to do business in a U.S. state still have to file a BOI report with FinCEN?
Yes. Under 31 CFR 1010.380 as amended by FinCEN's August 2026 final rule, an entity formed under the law of a foreign country and registered with a secretary of state or similar office in any U.S. state or tribal jurisdiction is a reporting company. Unless an exemption applies, it must file an initial BOI report within 30 calendar days of notice that its registration is effective and keep the report updated.
Which owners does a foreign reporting company have to report?
Only individuals who are not United States persons. The company reports each non-U.S. individual who exercises substantial control or owns or controls at least 25 percent of its ownership interests and, if first registered on or after January 1, 2024, each non-U.S. company applicant. U.S. citizens, resident aliens, and domestic entities are exempt, but the company's own identifying information is still reported.
Does the FinCEN filing satisfy the New York LLC Transparency Act?
No. A foreign-country LLC authorized to do business in New York must separately file a beneficial ownership disclosure, or an attestation of exemption, with the New York Department of State within 30 days of filing its application for authority, pay a $25 fee, and file an annual statement thereafter. LLCs authorized before January 1, 2026 have until December 31, 2026 under Department of State guidance.
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