Who Must File BOI Reports: Reporting Company Rules
By {AUTHOR_COMPLIANCE_NAME}, Tax & Regulatory Compliance Lead
Published June 1, 2025 · Updated May 15, 2026
The Corporate Transparency Act (31 USC 5336) requires "reporting companies" to file Beneficial Ownership Information reports with FinCEN. Understanding whether your entity is a reporting company — and whether it qualifies for an exemption — is the threshold question for BOI compliance. Under the March 2025 interim final rule, all domestic companies are currently exempt, but foreign reporting companies remain obligated.
Reporting Company Definition Under 31 CFR 1010.380
A reporting company is defined in two categories under the Corporate Transparency Act's implementing regulations at 31 CFR 1010.380(c)(1). A domestic reporting company is any corporation, limited liability company, or other entity created by the filing of a document with a secretary of state or any similar office under the law of a state or Indian tribe. A foreign reporting company is any corporation, LLC, or other entity formed under the law of a foreign country and registered to do business in any state or tribal jurisdiction by filing a document with a secretary of state or similar office. The distinction between domestic and foreign is based solely on where the entity was formed, not where its owners reside. A Wyoming LLC owned entirely by citizens of Germany is a domestic reporting company because it was formed by filing Articles of Organization with the Wyoming Secretary of State. A German GmbH registered as a foreign entity in Wyoming is a foreign reporting company because it was formed under German law.
31 CFR 1010.380(c)(1); 31 USC 5336(a)(11)
Domestic Reporting Companies: Currently Exempt
Under the March 21, 2025 interim final rule (90 FR 13688), FinCEN narrowed the definition of "reporting company" to exclude domestic entities. All corporations, LLCs, limited partnerships, business trusts, and other entities formed by filing a document with a US secretary of state are exempt from BOI filing requirements. This exemption applies regardless of the entity's size, industry, ownership structure, or the nationality of its owners. Every Wyoming-formed LLC, whether single-member or multi- member, whether owned by US persons or non-US persons, is currently exempt under this rule. The IFR stated that FinCEN intends to conduct further rulemaking to determine whether and how to reimpose domestic filing obligations. Until a revised final rule is published, domestic entities have no obligation to file BOI reports, no obligation to update previously filed reports, and no exposure to penalties for non-filing. Cowboy State Filings monitors FinCEN rulemaking and updates the BOI Status Tracker monthly at minimum.
90 FR 13688 (Mar. 21, 2025)
Foreign Reporting Companies: Still Obligated
The March 2025 IFR exempted only domestic reporting companies. Foreign reporting companies — entities formed under the law of a foreign country that have registered to do business in any US state — remain fully obligated under the CTA. These entities must file an initial BOI report identifying all beneficial owners and company applicants. They must update the report within 30 days of any change in reported information. They must correct any inaccurate information within 30 days of discovering the error. Deadlines for initial filing depend on when the entity registered in the US. For entities registered on or after the IFR effective date, the initial report is due within 30 days of registration. For entities registered before the IFR effective date, FinCEN has published extended deadlines. Foreign reporting companies that fail to file face civil penalties of $500 per day and criminal penalties of up to $10,000 and two years imprisonment for willful violations.
Company Applicant vs Beneficial Owner
BOI reports require disclosure of two categories of individuals: beneficial owners and company applicants. A beneficial owner, as defined in 31 CFR 1010.380(d), is any individual who directly or indirectly exercises substantial control over the reporting company or owns or controls at least 25% of its ownership interests. Substantial control includes serving as a senior officer, having authority to appoint or remove senior officers or board members, directing or substantially influencing important company decisions, or having any other form of substantial control. A company applicant is the individual who directly files the formation or registration document with the secretary of state, and the individual who is primarily responsible for directing or controlling the filing if different from the direct filer. Company applicant reporting is required only for entities formed or registered on or after January 1, 2024. Entities formed before that date report only beneficial owners. Both categories require the same identifying information: legal name, date of birth, residential address, and government-issued photo ID.
31 CFR 1010.380(d), (e)
Entity Types Covered by the CTA
The CTA covers any entity created by filing a document with a secretary of state or equivalent office. This includes limited liability companies (LLCs), corporations (C-corps and S-corps), limited partnerships (LPs), limited liability partnerships (LLPs), business trusts (statutory trusts created by filing with a state office), and any other entity created through a state filing. The CTA does not cover sole proprietorships operating without a state filing, general partnerships that do not file with a state office, trusts created by trust agreement without state filing (common law trusts, revocable living trusts), or unincorporated associations. The key factor is whether the entity was created by filing a document with a state. If yes, it is potentially a reporting company subject to the CTA. If no, it falls outside the statute's scope. For Wyoming, all LLCs (formed by filing Articles of Organization with the Wyoming Secretary of State), corporations, and statutory trusts are covered entities — though currently exempt as domestic reporting companies under the March 2025 IFR.
31 USC 5336(a)(11); 31 CFR 1010.380(c)(1)
The 23 Categorical Exemptions
Even when BOI filing obligations are active, 23 categories of entities are permanently exempt under 31 CFR 1010.380(c)(2). The most relevant for small business owners is the large operating company exemption: entities with more than 20 full-time US employees, more than $5 million in gross receipts or sales reported on the prior year's federal tax return, and a physical office in the United States. Other exemptions include securities reporting issuers, banks and credit unions, money services businesses registered with FinCEN, broker-dealers registered with the SEC, securities exchanges, registered investment companies and advisers, venture capital fund advisers, insurance companies, state-licensed insurance producers, commodity pool operators, accounting firms registered with the PCAOB, public utilities, financial market utilities, tax-exempt entities under IRC SS 501(c), entities assisting tax-exempt entities, large operating companies, and subsidiaries of certain exempt entities. Most small Wyoming LLCs do not qualify for any of these 23 categorical exemptions.
Wyoming LLC Status Under Current Rules
A Wyoming LLC is a domestic reporting company. It was created by filing Articles of Organization with the Wyoming Secretary of State under Wyoming Statute Title 17, Chapter 29. Under the March 2025 interim final rule, all domestic reporting companies are exempt from BOI filing. This means every Wyoming LLC formed through Cowboy State Filings — or any other provider — currently has no BOI filing obligation. This applies regardless of whether the LLC's members are US citizens, US permanent residents, or non-US persons. The LLC's domestic status depends on its jurisdiction of formation, not its ownership. If FinCEN reimposes domestic filing obligations through future rulemaking, Wyoming LLCs that do not qualify for one of the 23 categorical exemptions will need to file. Most small Wyoming LLCs would not qualify for the large operating company exemption. CSF will notify all active clients if the domestic exemption changes and will offer managed BOI filing at $150 per filing.
Who Must File BOI: Frequently Asked Questions
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