BOI Reporting Exemptions: 23 Categories Explained

Q: Is my small Wyoming LLC exempt from BOI filing?

Yes, currently. All domestic reporting companies are exempt under the March 21, 2025 FinCEN interim final rule (90 FR 13688). This includes all Wyoming LLCs regardless of size. If the domestic exemption is lifted through future rulemaking, most small Wyoming LLCs would not qualify for any of the 23 categorical exemptions (which require 20+ employees, $5M+ revenue, etc.) and would need to file.

Q: What is the large operating company exemption?

The large operating company exemption (31 CFR 1010.380(c)(2)(xxi)) requires all three conditions: more than 20 full-time US employees, more than $5 million in gross receipts or sales on the prior year's federal tax return, and a physical office in the United States. All three conditions must be met simultaneously. Most small and mid-sized Wyoming LLCs do not qualify.

Q: Are holding companies exempt from BOI?

Holding companies are currently exempt as domestic reporting companies under the March 2025 IFR. If domestic obligations are reimposed, holding companies would not qualify for the large operating company exemption unless they independently meet the 20+ employee, $5M+ revenue, and physical office requirements. The subsidiary exemption (31 CFR 1010.380(c)(2)(xxii)) only applies to subsidiaries of entities that are themselves exempt.

Q: Are nonprofits exempt from BOI filing?

Yes. Tax-exempt entities under IRC § 501(c) are exempt from BOI reporting under 31 CFR 1010.380(c)(2)(xix). This includes 501(c)(3) charitable organizations, 501(c)(4) social welfare organizations, 501(c)(6) trade associations, and other tax-exempt categories. Political organizations under IRC § 527 are also exempt. The exemption requires current tax-exempt status with the IRS.

Q: Can a foreign reporting company claim an exemption?

Yes, foreign reporting companies can claim any of the 23 categorical exemptions if they qualify. For example, a foreign bank registered in the US that meets the banking exemption criteria would be exempt. However, the March 2025 domestic exemption does not apply to foreign reporting companies. Most foreign entities that register in the US to do business will not qualify for the categorical exemptions.

By {AUTHOR_COMPLIANCE_NAME}, Tax & Regulatory Compliance Lead

Published June 1, 2025 · Updated May 15, 2026

The Corporate Transparency Act establishes 23 categories of entities permanently exempt from BOI filing under 31 CFR 1010.380(c)(2). Additionally, the March 21, 2025 interim final rule (90 FR 13688) exempts all domestic reporting companies. This guide covers both the permanent categorical exemptions and the current domestic exemption, with specific analysis of how each applies to Wyoming LLCs.

Disclosure: The domestic company exemption may be modified by future FinCEN rulemaking. The 23 categorical exemptions are statutory and remain in effect regardless of future rulemaking. This guide reflects the current status as of the last update date.

Current Domestic Company Exemption (March 2025 IFR)

The broadest exemption currently in effect is not one of the 23 categorical exemptions but rather the blanket domestic company exemption established by the March 21, 2025 interim final rule. This rule narrowed the definition of "reporting company" to include only foreign reporting companies, effectively exempting all entities formed under US state or tribal law. This means every Wyoming LLC, every Delaware corporation, every Texas LP, and every other entity formed by filing with a US secretary of state is currently exempt from BOI filing obligations. The exemption applies regardless of the entity's size, revenue, employee count, industry, or ownership structure. However, this exemption was established through an interim final rule, not through legislation. FinCEN has stated it intends to issue revised rulemaking that may reinstate domestic obligations in some modified form. If and when that happens, the 23 categorical exemptions below become the primary basis for avoiding BOI filing obligations.

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

Exemption 1: Large Operating Company

The large operating company exemption under 31 CFR 1010.380(c)(2)(xxi) is the most relevant permanent exemption for non-regulated businesses. It requires all three of the following conditions to be met simultaneously. First, the entity must employ more than 20 full-time employees in the United States. Full-time means averaging at least 30 hours per week or 130 hours per month. Independent contractors do not count. Second, the entity must have filed a federal income tax or information return for the previous year demonstrating more than $5 million in gross receipts or sales. Gross receipts include total revenue before expenses. Third, the entity must have an operating presence at a physical office in the United States. A registered agent address, virtual office, or mailbox does not qualify. The office must be a legitimate physical location owned or leased by the entity where employees work. All three conditions must be met; meeting only one or two does not qualify. Most small and mid-sized Wyoming LLCs formed through Cowboy State Filings do not meet these thresholds.

31 CFR 1010.380(c)(2)(xxi)

Financial Institution Exemptions

Several exemptions cover entities already subject to extensive federal regulatory oversight. Banks and credit unions regulated by federal banking agencies are exempt because they already report beneficial ownership information through existing regulatory frameworks. Money services businesses registered with FinCEN are exempt. Securities reporting issuers that file periodic reports with the SEC under Section 13 or Section 15(d) of the Securities Exchange Act are exempt. Broker-dealers registered under Section 15 of the Exchange Act are exempt. Securities exchanges and clearing agencies registered under the Exchange Act are exempt. Registered investment companies and investment advisers under the Investment Company Act or Investment Advisers Act are exempt. Venture capital fund advisers that have filed with the SEC are exempt. These exemptions recognize that these entities are already subject to beneficial ownership disclosure requirements through their primary regulators, and duplicative reporting through BOI would serve no additional purpose. Wyoming LLCs operating as regulated financial institutions would qualify under the applicable exemption category.

31 CFR 1010.380(c)(2)(i)-(xiv)

Insurance Companies and Tax-Exempt Organizations

Insurance companies as defined under Section 2 of the McCarran- Ferguson Act are exempt from BOI filing. State-regulated insurance producers are also exempt, provided they are authorized by a state and subject to supervision by the state's insurance commissioner. This covers insurance agents, brokers, and adjusters operating under state licensing requirements. Tax-exempt entities are broadly exempt. Organizations exempt from federal income tax under IRC SS 501(c) in any subsection — including 501(c)(3) charitable organizations, 501(c)(4) social welfare organizations, 501(c)(6) trade associations, and all other 501(c) categories — are exempt from BOI filing. Political organizations under IRC SS 527 are also exempt. Entities that are organized exclusively to provide financial assistance to, or hold governance rights over, tax-exempt entities are exempt as well. The tax-exempt exemption requires that the entity currently holds tax-exempt status with the IRS. An entity that has applied for but not yet received exempt status would not qualify until the IRS determination is issued.

31 CFR 1010.380(c)(2)(xv)-(xx)

Subsidiary of Exempt Entity Exemption

An entity whose ownership interests are controlled or wholly owned, directly or indirectly, by one or more of the 23 exempt entity categories is itself exempt under 31 CFR 1010.380(c)(2)(xxii). This subsidiary exemption recognizes that if the parent entity is already subject to regulatory oversight (or meets the large operating company threshold), requiring BOI reporting from each individual subsidiary would be duplicative. However, this exemption has important limitations. The parent must independently qualify for one of the other 22 exemptions. A subsidiary of a small LLC that does not qualify for any exemption is not exempt merely because it has a parent company. If the parent entity loses its exempt status (for example, if employee count drops below 20 or revenue falls below $5 million), the subsidiary loses its exemption as well and must file a BOI report. This exemption is most relevant for large corporate groups where a publicly traded parent or regulated financial institution owns multiple subsidiaries.

31 CFR 1010.380(c)(2)(xxii)-(xxiii)

How to Determine If Your Wyoming LLC Qualifies

For most Wyoming LLCs formed through Cowboy State Filings, the analysis is straightforward. Step one: is your LLC formed under Wyoming state law? If yes, it is a domestic reporting company and is currently exempt under the March 2025 IFR. No further analysis is needed under the current rule. Step two: if the domestic exemption is lifted, does your LLC meet all three conditions of the large operating company exemption? Most small LLCs will not (fewer than 20 employees, less than $5 million revenue, or no physical office). Step three: does your LLC fall into any other categorical exemption (bank, insurance company, SEC reporting entity, tax- exempt organization)? Most standard LLCs do not. If you do not qualify for any categorical exemption and the domestic exemption is lifted, your LLC would need to file a BOI report. Cowboy State Filings offers managed BOI filing for $150 per filing and will notify clients if the domestic exemption changes. Track updates at the BOI Status Tracker.

Who Must Report →How to File BOI →BOI Penalties →

Foreign Reporting Company: No Domestic Exemption

The March 2025 domestic exemption does not extend to foreign reporting companies. An entity formed under foreign law and registered to do business in a US state remains obligated to file BOI reports unless it qualifies for one of the 23 categorical exemptions. Most small foreign entities registering in Wyoming or other states will not qualify for the large operating company exemption or any regulated entity exemption. This means the majority of foreign reporting companies must file and keep current their BOI reports. If your entity was formed under foreign law (UK limited company, Canadian corporation, EU GmbH, etc.) and you have registered it in any US state, you have a filing obligation. Cowboy State Filings provides managed BOI filing for foreign reporting companies at $150 per filing, including preparation, submission, and confirmation receipt.

Read: Foreign Reporting Company Requirements →

BOI Exemptions: Frequently Asked Questions

Is my small Wyoming LLC exempt from BOI filing?

What is the large operating company exemption?

Are holding companies exempt from BOI?

Are nonprofits exempt from BOI filing?

Can a foreign reporting company claim an exemption?

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