FinCEN has made permanent the exemption for companies formed in the United States from the requirement to report beneficial ownership information. However, foreign companies registered to do business in the U.S. remain subject to specific BOI rules. Understand what changed and what it means for international businesses.
Introduction: An Important Change to U.S. Corporate Transparency Rules
Companies doing business in the United States have experienced a series of changes to Beneficial Ownership Information (BOI) reporting requirements since the Corporate Transparency Act (CTA) took effect.
Now, the landscape has changed again.
On August 11, 2026, the Financial Crimes Enforcement Network (FinCEN), an agency of the U.S. Department of the Treasury, published a final rule permanently exempting companies formed in the United States from federal beneficial ownership information reporting requirements.
The rule became effective on August 14, 2026.
In practice, this means that an LLC, corporation, or other entity formed under the laws of a U.S. state no longer needs to file a BOI Report with FinCEN solely because it was formed in the United States.
But there is a fundamental distinction for international companies:
This exemption does not mean that all foreign companies doing business in the United States are free from BOI reporting requirements.
Certain entities formed outside the United States and registered to do business in a U.S. state may continue to qualify as reporting companies and may have obligations to FinCEN.
This distinction is particularly relevant for multinational companies, international founders, foreign holding companies, and businesses structuring their entry into the U.S. market.
What Is a BOI Report?
The Beneficial Ownership Information Report, commonly known as a BOI Report, was created under the Corporate Transparency Act to increase transparency regarding the ownership and control of certain business entities.
The original objective was to allow FinCEN to access information about individuals who:
- own a significant interest in a company;
- exercise substantial control over the entity; or
- in certain circumstances, participated in forming or registering the company as company applicants.
The initiative was part of a broader U.S. government strategy to combat business structures used for money laundering, fraud, illicit financing, and other criminal activities.
Since its implementation, however, the system has undergone regulatory changes, legal challenges, and significant changes to the scope of entities required to report.
The final rule published in August 2026 consolidates one of those changes.
What Changed With FinCEN’s 2026 Final Rule?
The main change is straightforward:
U.S. companies are exempt from BOI reporting
FinCEN confirmed that U.S. companies no longer need to file BOI Reports.
This includes entities formed in the United States, including business structures that were previously classified as domestic reporting companies.
As a result, the owners of these companies also do not need to provide their personal information to FinCEN for this purpose.
The final rule made permanent the exception that FinCEN had provisionally introduced in March 2025.
What About Companies That Previously Filed a BOI Report?
FinCEN also announced that it intends to remove from its system information previously submitted by domestic companies and U.S. individuals who are now outside the scope of the reporting requirement.
The agency stated that it intends to carry out this deletion process in a single operation and does not expect companies or individuals to need to request the removal of their information individually.
FinCEN also stated that it will publicly announce when the deletion process has been completed.
Therefore, a U.S. company that filed a BOI Report in the past should not assume that it needs to file a new report or manually request the removal of its information.
Foreign Companies Remain Subject to BOI Rules
This is where the change becomes particularly important for international businesses.
The final rule did not eliminate BOI reporting for all companies that have operations in the United States.
The current definition of reporting company focuses the requirement on certain entities formed under the laws of a foreign country that have registered to do business in a U.S. state or tribal jurisdiction through a filing with the Secretary of State or a similar office.
In other words:
Being a foreign company registered to do business in the United States is different from being a company formed in the United States.
This distinction needs to be considered when planning an international expansion.
A Practical Example
Imagine a company formed in Brazil that decides to expand its operations into the United States.
It may pursue different structures.
Structure 1: Forming a New U.S. LLC
The Brazilian company forms an LLC in Delaware, Florida, Texas, or another state.
In this case, the entity is a U.S. company and, under the current rule, is exempt from federal BOI reporting.
Structure 2: Registering the Foreign Company Directly in the U.S.
The Brazilian company maintains its Brazilian entity and registers that same company to do business in a particular U.S. state.
In this scenario, it may qualify as a foreign reporting company and remain subject to BOI rules, provided no other exemption applies.
The choice between these structures is therefore not simply a legal or operational decision. It can also change the compliance obligations applicable to the business.
What Information Do Foreign Companies Need to Report?
Another relevant change concerns U.S. individuals.
Under the final rule, a reporting company does not need to report information about U.S. persons who are beneficial owners or company applicants. Likewise, U.S. persons are exempt from providing their information to a reporting company in these circumstances.
This means that, for a foreign company that remains within the scope of BOI reporting, the analysis should focus on the individuals who remain subject to reporting.
Example
A foreign company has:
- a Brazilian founder;
- a U.S. shareholder;
- a U.S. director;
- foreign investors.
If the company qualifies as a reporting company, the current rule provides that information about U.S. persons should not be reported as BOI.
On the other hand, individuals who are not U.S. persons and who meet the applicable definition of a beneficial owner may remain subject to reporting.
Therefore, it is not enough to identify the nationality of the shareholders. Companies must simultaneously analyze:
- where the entity was formed;
- how it is registered in the United States;
- whether an exemption applies;
- who its beneficial owners are;
- who exercises substantial control;
- which individuals are U.S. persons; and
- what information actually needs to be reported.
What Is the Deadline for Foreign Companies That Need to File BOI?
The final rule maintained the reporting deadlines previously established by FinCEN for foreign entities that remain within the definition of reporting company.
For a foreign entity that becomes a reporting company after March 26, 2025, the deadline for filing the initial report is generally 30 days from the date the entity receives actual notice that it has been registered to do business in the United States, or the date the relevant state authority first makes that information publicly available, whichever occurs first.
The final rule expressly maintained this 30-day deadline.
Therefore, foreign companies should not interpret the 2026 change as a general elimination of BOI reporting.
BOI Is Not the Only Compliance Requirement for a U.S. Company
This is one of the most important points for international companies to understand.
Eliminating BOI reporting for U.S. companies does not mean these companies no longer have regulatory or corporate compliance obligations.
A company formed in the United States may still need to address:
- obtaining and maintaining an EIN;
- federal tax filings;
- state tax obligations;
- franchise taxes;
- state annual reports;
- sales tax registrations;
- payroll compliance;
- employment requirements;
- business licenses;
- maintaining a registered agent;
- accounting and bookkeeping;
- obligations related to foreign investments;
- FBAR and other applicable international reporting requirements for individuals or entities;
- state-specific rules.
In other words, BOI is only one component of corporate compliance in the United States.
The change eliminates one specific federal requirement, but it does not replace the need for an integrated compliance structure.
What Does the Change Mean for Founders and Companies Entering the U.S.?
For international entrepreneurs, the new regulation may influence the analysis of their corporate structure.
A foreign founder evaluating entry into the United States may consider, for example:
Forming a New U.S. Entity
Under this model, a foreign company or its founders form a new U.S. entity.
Because the new entity is a U.S. company, it is currently outside the scope of federal BOI reporting.
Registering the Foreign Entity in the U.S.
Another option is to use the existing foreign company and register it to do business in a particular state.
In this case, the entity may remain subject to BOI reporting if it meets the requirements for a reporting company.
However, the decision should not be based solely on BOI requirements.
Tax considerations, governance, legal liability, intellectual property, investment, profit distributions, cross-border fund transfers, and state-level requirements must also be considered.
Conclusion: Less Bureaucracy, But Not Less Responsibility
FinCEN’s decision represents a significant change to the U.S. corporate regulatory environment.
As of August 14, 2026, companies formed in the United States are permanently exempt from filing BOI Reports with FinCEN, and U.S. persons are also exempt from providing their information for this purpose.
At the same time, certain foreign companies registered to do business in the United States remain subject to BOI reporting, particularly when they have beneficial owners who are not U.S. persons.
For international companies, therefore, the question is no longer simply:
“Does my company need to file a BOI Report?”
The correct analysis is broader:
“What is the legal structure of my U.S. operation, which obligations apply to that structure, and how can I keep my business compliant at the federal, state, and international levels?”
This assessment is particularly important for companies planning to enter the U.S. market, restructuring existing operations, or evaluating a U.S. holding company structure.
The FinCEN change may reduce costs and bureaucracy for millions of American companies. For international businesses, however, the key benefit lies in properly understanding the new regulatory environment and incorporating it into the corporate, tax, and compliance planning for their U.S. expansion.
How Can Drummond Advisors Help?
Expanding into the United States involves much more than forming a company. Corporate structure, accounting, taxation, compliance, and regulatory obligations need to be analyzed together.
Drummond Advisors supports international companies throughout their U.S. market entry and operations, providing assistance in areas such as accounting, taxation, business structuring, compliance, and outsourcing.
Want to understand which structure makes the most sense for your company? Contact Drummond Advisors and speak with our specialists.
Written by Marcos Ferreira, Content Analyst at Drummond Advisors
Official Sources
- FinCEN, Beneficial Ownership Information Reporting.
- FinCEN, Final Rule: Beneficial Ownership Information Reporting Requirement Revision, published August 14, 2026.
- FinCEN, Permanently Ends Beneficial Ownership Reporting Requirements for Millions of Small Business Owners, August 11, 2026.
- FinCEN, Beneficial Ownership Information Frequently Asked Questions.
- FinCEN, Reference Materials.