Under FinCEN’s current rule, companies created in the United States are exempt from BOI reporting. Only certain companies formed outside the U.S. and registered to do business in a U.S. state may still have to file, and even then, U.S. persons do not have to be reported as beneficial owners.
If you have heard people mention “BOI” and felt like everyone else already knew what it meant, you are not alone.
BOI stands for Beneficial Ownership Information. It is information about the real people behind a company: the individuals who own it or control it. Under the Corporate Transparency Act, certain companies were required to report that information to FinCEN, a bureau of the U.S. Treasury. A “beneficial owner” generally means a person who either owns or controls at least 25% of the company, or exercises substantial control over it.
BOI became a major issue because it was designed to make company ownership more transparent and make it harder to hide behind anonymous entities. For a while, many U.S. and foreign companies were expected to review whether they had to file. Then the rules changed, deadlines moved, lawsuits added confusion, and many businesses were left unsure what still applied.
As of now, the practical headline is much simpler than it used to be:
That means many international businesses no longer need to think about BOI the way they did before. For many groups, the question is no longer “How do we file?” but “Does any entity in our structure still fall within the rule at all?”
The biggest change is that FinCEN revised the definition of “reporting company.” Under the current rule, it covers only certain entities formed under foreign law that have registered to do business in a U.S. state or tribal jurisdiction by filing with a secretary of state or similar office. Entities created in the U.S., including those previously treated as domestic reporting companies, are now exempt. FinCEN also says those domestic entities do not need to file initial reports, and do not need to update or correct BOI reports they may have filed previously. You can find more in the interim final rule Q&A.
That is why this topic feels so confusing: a lot of older BOI content online is no longer current. FinCEN itself says older guidance should be disregarded to the extent it conflicts with the newer rule.
BOI may still matter if your company is formed outside the U.S. and then directly registered to do business in the United States. A simple way to think about it:
For many international groups, BOI is now less of a mass filing exercise and more of a structure check. That is also why the issue often overlaps with broader questions about registrations, entity design, U.S. corporate tax and U.S. expansion consulting.
At a high level, BOI is about two things:
For foreign entities that are still reportable, the company-level information can include the legal name, any trade names, the company’s U.S. business address, the foreign country where it was formed, the first U.S. state where it registered, and tax identification information. FinCEN’s Small Entity Compliance Guide explains these requirements in more detail.
This is another area where people get stuck, so it helps to keep it simple. A beneficial owner is generally an individual who either:
But under the current rule, reporting companies do not need to report U.S. persons as beneficial owners, and U.S. persons do not need to provide BOI for those filings. So even if a foreign company is still in scope, the list of reportable individuals may be narrower than many businesses expect.
For foreign entities that are still considered reporting companies, FinCEN says:
So for some businesses, the real risk is not future confusion: it is that a foreign registration may already have triggered a filing deadline that no one revisited after the rule changes.
A practical first review can start with four plain-English questions:
For many Orbiss clients, the answer will be reassuring: if the U.S. business is carried on through a U.S.-formed subsidiary, BOI is generally no longer the immediate compliance issue it once was. But if a foreign parent or affiliate is directly registered in the U.S., a current review is still worth doing. To review your structure more broadly, explore our U.S. business expansion resources or contact us.
No. Under FinCEN’s current rule, entities created in the United States are exempt from BOI reporting. They do not need to file initial reports or update or correct reports they filed previously.
Certain entities formed under foreign law that registered to do business in a U.S. state or tribal jurisdiction by filing with a secretary of state or similar office, unless an exemption applies.
No. Under the current rule, reporting companies do not need to report U.S. persons as beneficial owners, and U.S. persons do not need to provide BOI for those filings.
A foreign entity that became a reporting company before March 26, 2025 had to file by April 25, 2025. One that became a reporting company on or after March 26, 2025 generally has 30 calendar days after notice that its registration is effective, or after public notice of it, whichever comes first.
Generally, an individual who owns or controls at least 25% of the company, or who exercises substantial control over it even without owning 25%.
This article is for general informational purposes only and does not constitute legal, tax, or accounting advice. Rules and requirements vary by company, individual, and jurisdiction, and can change. Please seek advice appropriate to your specific situation.