TITLE: FinCEN BOI Reporting Ends for US Companies: What International Sellers Must Still File
Stop BOI filings for domestic US companies
Domestic US companies are now exempt from CTA BOI reporting.
This includes entities formed under US state or tribal law, such as:
- US single-member LLCs
- US corporations
- US partnerships
- Other domestic entities created by filing formation documents with a US authority
Under the final rule, these entities no longer need to:
- File an initial BOI report
- Submit BOI updates
- Correct previously filed BOI information
- Report their beneficial owners or company applicants to FinCEN
US persons also receive broad relief. They no longer need to provide BOI to reporting companies when they are beneficial owners or company applicants. US persons with FinCEN IDs do not need to update or correct the information previously submitted for those IDs.
The rule is effective from 14 August 2026. Read the official FinCEN BOI guidance for the current position.
Understand why the relief is not universal
The exemption applies to domestic US companies. It does not cover every foreign business operating in the United States.
A foreign company can still be a reporting company if it:
- Was formed under the law of a foreign country; and
- Registers to do business in a US state or tribal jurisdiction by filing with a secretary of state or similar authority.
For example, a UK company, Canadian corporation, or Australian company registering to trade directly in a US state may remain within the BOI reporting rules.
A foreign reporting company must generally file its initial BOI report within 30 calendar days of the earlier of:
- Receiving actual notice that its registration is effective; or
- The state or tribal authority first providing public notice of the registration.
The report must identify the foreign company and its relevant foreign beneficial owners. It no longer needs to report US-person beneficial owners or US-person company applicants.
Non-US company applicants may still need to be reported where the rules require that information.
Review the FinCEN final rule Q&A before assuming your business is exempt.
Let FinCEN handle the data purge
FinCEN plans to remove previously submitted information relating to domestic US companies and US persons from its BOI system.
The agency expects to complete this through a one-time database sweep. You do not need to submit a deletion request or contact FinCEN to remove the information.
FinCEN also does not plan to provide individual deletion confirmations. It will publish a public notice when the deletion process is complete.
This administrative purge does not affect other federal or state records. Your IRS filings, state registrations, sales tax accounts, banking records, and accounting documents remain separate.
Keep Form 5472 on your compliance calendar
The most important warning for international sellers is simple:
FinCEN BOI relief does not remove IRS Form 5472 obligations.
A foreign-owned US single-member LLC that is treated as a disregarded entity may still need to file Form 5472 when it has reportable transactions.
The LLC generally files:
- Form 5472; and
- A pro forma Form 1120 attached to the filing.
The form is normally due by the deadline, including extensions, for the pro forma Form 1120. A foreign-owned US disregarded entity does not usually file a standard income tax return simply because it has a Form 5472 obligation. However, it must still follow the IRS filing process for Form 5472.
Reportable activity may include transactions with the foreign owner or related parties, such as:
- Capital contributions
- Distributions
- Loans
- Payments for services
- Reimbursements
- Certain formation or acquisition transactions
- Other monetary, non-monetary, or less-than-full-consideration transactions
Check the IRS Form 5472 instructions and the IRS Form 5472 information page to confirm the filing requirement.
Avoid the $25,000 Form 5472 penalty
The IRS can assess a $25,000 penalty for each failure to file a complete and correct Form 5472 on time.
The same penalty can apply where required records are not maintained.
If the failure continues for more than 90 days after the IRS sends a notice, an additional $25,000 penalty may apply for each 30-day period, or part of a 30-day period, after that 90-day period ends.
There is no maximum penalty amount for Form 5472 failures.
That means a missed filing can become increasingly expensive. The penalty is separate from any FinCEN BOI consequences and is administered by the IRS.
The IRS international information reporting penalties guidance confirms the current penalty structure.
Check state-level reporting separately
Federal BOI relief does not override state reporting rules.
New York’s LLC Transparency Act took effect on 1 January 2026. It applies to certain non-US LLCs formed under foreign-country law and authorised to do business in New York.
A qualifying foreign LLC may need to submit beneficial ownership information to the New York Department of State. Some exempt entities may still need to file an exemption attestation.
The New York requirements are separate from FinCEN reporting. Therefore, a foreign business can be:
- Exempt from federal FinCEN BOI reporting; but
- Still required to file a New York disclosure or exemption attestation.
Review the New York Department of State beneficial owner disclosure guidance if your foreign company is registered in New York.
Other states may introduce similar requirements. Always check the state where your entity is formed or registered.
Apply the rules to a UK seller with a US LLC
Consider a UK ecommerce seller that owns a US single-member LLC.
If the LLC was formed under US state law:
- It is exempt from FinCEN BOI reporting.
- It does not need to file BOI updates or corrections.
- The UK owner does not need to report BOI to FinCEN through that domestic LLC.
- The LLC may still need to file Form 5472 with a pro forma Form 1120 if reportable transactions occurred.
Now consider a different structure. The UK company itself registers to do business in New York as a foreign entity.
In that case:
- The UK company may remain a FinCEN reporting company.
- It may need to file its initial BOI report within 30 calendar days of registration becoming effective or public notice, whichever is earlier.
- It may also need to comply with New York’s beneficial ownership disclosure rules.
Separate FinCEN relief from IRS and state duties
The FinCEN final rule effective 14 August 2026 removes a significant layer of federal reporting for domestic US companies and US persons. For international sellers, the practical effect is narrower than it first appears.
Three duties remain distinct and must be handled separately:
- FinCEN BOI reporting — gone for domestic US entities, still live for many foreign companies registered in the US.
- IRS Form 5472 — unaffected by the FinCEN rule, with a starting penalty of $25,000 per failure and no cap.
- State-level disclosure — such as New York’s LLC Transparency Act, which operates independently of federal rules.
Confirm your entity’s status, check your filing calendar, and verify each obligation against the official guidance before the next deadline.
