BOI Reporting in 2026: Current Status for Wyoming LLCs

By {AUTHOR_COMPLIANCE_NAME}, Tax & Regulatory Compliance Lead

Beneficial Ownership Information reporting under the Corporate Transparency Act has undergone multiple enforcement shifts since January 1, 2024. This guide covers the current status as of the last update date, who must file, who is exempt, key dates, penalties, and how to file.

Current Status: March 21, 2025 Interim Final Rule

On March 21, 2025, FinCEN published an interim final rule (IFR) in the Federal Register at 90 FR 13688. The IFR narrows the definition of "reporting company" to include only entities formed under the law of a foreign country that have registered to do business in the United States. Domestic reporting companies, entities formed by filing a document with a secretary of state or equivalent office under the laws of a US state or tribal jurisdiction, are exempt from all BOI filing requirements under this rule. The IFR took immediate effect upon publication. FinCEN stated it would conduct further rulemaking to determine whether and how to reimpose domestic filing requirements. Until a revised final rule is published, domestic entities including all Wyoming-formed LLCs have no obligation to file BOI reports. This applies regardless of whether the LLC's members are US persons or non-US persons. The LLC's classification as domestic depends on its jurisdiction of formation, not its ownership.

90 FR 13688 (Mar. 21, 2025); 31 CFR 1010.380(c)(1)

Who Is Exempt from BOI Filing

Domestic reporting companies are fully exempt under the March 2025 IFR. A domestic reporting company is any corporation, LLC, or similar entity created by filing a document with a secretary of state or equivalent office under the laws of any US state or Indian tribe. This includes every Wyoming-formed LLC, regardless of the nationality or residency of its members. A Wyoming LLC owned entirely by non-US residents is still a domestic reporting company because it was formed under Wyoming law by filing Articles of Organization with the Wyoming Secretary of State. The 23 categories of exempt entities established under 31 CFR 1010.380(c)(2) also continue to apply, including large operating companies (more than 20 full-time employees, more than $5 million in gross receipts, and a physical US office), banks, credit unions, registered broker-dealers, insurance companies, and tax-exempt entities. Most Wyoming LLCs formed through Cowboy State Filings do not qualify for these categorical exemptions but are exempt under the broader domestic company exemption.

What Is a Beneficial Owner

Under 31 CFR 1010.380(d), a beneficial owner is any individual who, directly or indirectly, either exercises substantial control over a reporting company or owns or controls at least 25% of the ownership interests of the company. Substantial control includes serving as a senior officer (CEO, CFO, COO, general counsel, or similar), having authority over the appointment or removal of any senior officer or a majority of the board, directing or having substantial influence over important decisions (including business strategy, major expenditures, equity issuance, dissolution, mergers, and amendments to governance documents), or having any other form of substantial control. Ownership interests include equity, stock, voting rights, capital or profit interests, convertible instruments, options, and any other mechanism establishing ownership. An individual may qualify as a beneficial owner through control, ownership, or both. Minors may be reported through a parent or guardian.

31 CFR 1010.380(d)(1)-(2)

How to File a BOI Report

BOI reports are filed electronically through FinCEN's BOI E-Filing system at boiefiling.fincen.gov. There is no fee charged by FinCEN for filing. The filing requires the reporting company's legal name, any trade names or DBAs, jurisdiction of formation or registration, taxpayer identification number (EIN or SSN for domestic entities, foreign TIN for foreign entities), and current US street address. For each beneficial owner, the report requires: full legal name, date of birth, current residential street address (not a PO box), and a non-expired government-issued photo identification document (US passport, state driver's license, state ID card, or foreign passport if no US document is available), including an image of that document. Company applicants (individuals who file the formation or registration document) must also be reported for entities formed on or after January 1, 2024.

Does BOI Reporting Compromise LLC Privacy

No. BOI information is reported to FinCEN, not to the public. FinCEN maintains the data in the Beneficial Ownership Secure System (BOSS), a non-public federal database. Access is restricted to federal law enforcement agencies engaged in national security, intelligence, or law enforcement activity; state, local, and tribal law enforcement with a court order; financial institutions implementing customer due diligence requirements under the Bank Secrecy Act with the reporting company's consent; the Department of the Treasury for tax administration; and foreign law enforcement agencies through an intermediary federal agency. The general public has no access. Media, competitors, data brokers, and private litigants cannot query the FinCEN database. BOI reporting does not create a public beneficial ownership registry comparable to those in the UK or EU. Wyoming's existing privacy advantages, Articles of Organization that do not list members or managers, remain intact regardless of BOI reporting status.

31 USC 5336(c)(2); 31 CFR 1010.380(g)