BOI Report

BOI stands for beneficial ownership information. The BOI report was created by the Corporate Transparency Act and is filed with FinCEN, the Financial Crimes Enforcement Network, not with the IRS. Its purpose is simple: to tell the US government which human beings actually own or control a company, with names, birth dates, addresses, and an ID document for each beneficial owner.

The rules have shifted dramatically, which is why so much online advice is out of date. In March 2025, FinCEN issued an interim final rule that exempted US-formed companies, including the LLCs most non-resident founders create in states like Wyoming and Delaware, from the reporting requirement. As of mid-2026, that means a company formed in a US state generally does not file a BOI report, while certain foreign companies registered to do business in the US still can have duties. Because this area keeps moving, it is worth checking FinCEN's current guidance before assuming anything.

Here is the trap: founders hear the BOI requirement was dropped and relax about everything. But BOI and IRS filings are entirely separate systems. The exemption changed nothing about Form 5472, which a foreign-owned single-member LLC must still file with a pro forma Form 1120 by April 15, or about Form 1065 with Schedule K-1s, due March 15 for a multi-member LLC. The $25,000 penalty under section 6038A never depended on FinCEN rules.

A clean mental model helps: the state wants its annual report and franchise tax, FinCEN handles ownership transparency, and the IRS wants its tax and information returns. Three different offices, three different deadlines, three different penalties. Crossing one off the list does not touch the other two.