On August 14, 2026, a new Financial Crimes Enforcement Network (“FinCEN”) rule became effective that permanently exempts U.S. companies and U.S. persons from the Corporate Transparency Act’s beneficial ownership information reporting requirements.
The final rule largely makes permanent the exemptions introduced through an interim rule in March 2025.
A Brief History of BOI Reporting
The Corporate Transparency Act originally required millions of U.S. corporations, limited liability companies and similar entities to disclose information about their beneficial owners to FinCEN. A beneficial owner generally included an individual who exercised substantial control over a company or owned or controlled at least 25% of its ownership interests.
The rules generated particular concern among U.S. expats. An American entrepreneur living in London, Tel Aviv or Sydney might own a Delaware LLC, for example, even though the company’s activities were conducted primarily overseas. Under the original framework, that LLC potentially had to report its owner’s name, address, date of birth and identification document to FinCEN.
Following litigation, legislative debate and an interim rule, FinCEN has now substantially narrowed the reporting regime. According to FinCEN’s final-rule guidance, entities formed under U.S. law are no longer reporting companies. U.S. persons are also exempt from providing beneficial ownership information.
For this purpose, moving overseas does not ordinarily stop an American from being a U.S. person. A U.S. citizen residing abroad therefore receives the same exemption as a citizen residing in the United States.
What This Means for an Expat-Owned U.S. LLC
Suppose a U.S. citizen living in France owns a Wyoming LLC used for consulting work. Because the LLC was formed under U.S. law, it is no longer a reporting company under the revised rules. Neither the LLC nor its U.S. citizen owner is required to submit a BOI report to FinCEN.
The exemption is not limited to single-member LLCs. It also applies to domestic corporations and other entities created under the laws of a U.S. state or tribal jurisdiction, regardless of whether their owners live in the United States or abroad.
FinCEN has also stated that it intends to delete previously reported information that it reasonably believes was submitted by U.S. persons. In addition, U.S. persons who obtained individual FinCEN identifiers are no longer required to update or correct the personal information previously supplied to obtain those identifiers.
Foreign Companies May Still Be Covered
The result differs when an expat operates through a company formed outside the United States. A foreign company remains a potential reporting company if it registers to do business in a U.S. state or tribal jurisdiction by filing a document with a secretary of state or similar office.
Even then, however, the company generally does not report information about U.S. persons. It reports its own identifying information and beneficial ownership information concerning reportable foreign individuals. A U.S. citizen who owns or controls the foreign company is exempt from having his or her personal information reported.
For example, assume an American living in the United Kingdom owns a British company that is registered to do business in New York. The British company may remain within the definition of a reporting company, but it does not report the American owner’s information. If the company also has a non-U.S. individual who owns at least 25% or exercises substantial control, that foreign individual may still need to be reported.
Foreign entities should review the rules carefully before concluding that no filing is necessary. Several entity-level exemptions remain available, but forming the company abroad and having a U.S. owner does not, by itself, remove the foreign company from the regime.
What Has Not Changed
The new rule eliminates a Corporate Transparency Act filing; it does not repeal the separate international tax and financial-account reporting rules applicable to Americans abroad.
Depending on the circumstances, an expat business owner may still need to file:
- Form 5471 for certain foreign corporations;
- Form 8865 for certain foreign partnerships;
- Form 8858 for certain foreign disregarded entities or branches;
- Form 8938 for specified foreign financial assets; and
- FBAR for foreign financial accounts exceeding the applicable aggregate threshold.
The rules requiring banks to collect ownership information when opening or maintaining entity accounts also remain relevant. State business-registration requirements, annual reports, franchise taxes and foreign-country disclosure obligations are likewise unaffected.
In short, the new FinCEN rule is genuine relief, especially for expats who own U.S. LLCs. But it is important not to confuse the elimination of BOI reporting with the elimination of international tax reporting. The alphabet soup may be slightly shorter, but international reporting forms remain very much on the menu.
Planning point: Expat business owners should remove unnecessary BOI filings from their compliance calendars while separately confirming that all U.S. tax and foreign-account filings associated with their companies remain current.
