US TRANSPARENCY REGISTER: BOI FILING NO LONGER REQUIRED

The Beneficial Ownership Information (BOI) reporting requirement was introduced under the Corporate Transparency Act (CTA), which came into effect on January 1, 2024. It required all US LLCs and corporations to file a report with FinCEN (the Financial Crimes Enforcement Network) identifying the beneficial owners of the company.

This requirement was controversial from the start, faced multiple legal challenges, and was subject to a series of court injunctions and deadline extensions throughout 2024 and early 2025.

On March 21, 2025, FinCEN issued an interim final rule that fundamentally changed the scope of the BOI requirement. The rule revises the definition of 'reporting company' to exclude all entities formed under US law — including all US LLCs formed in Wyoming, Delaware, New Mexico, Florida, Texas, Nevada, and Colorado.

In plain terms: a US LLC formed by a non-US resident is a domestic entity under US law. As of March 21, 2025, it is fully exempt from BOI reporting requirements.

The BOI requirement now applies only to foreign entities — companies formed under the laws of a foreign country that have registered to do business in a US state. This is a fundamentally different type of entity from a US LLC.

Your ZeroTax LLC — whether formed in Wyoming, Delaware, New Mexico, Florida, Texas, Nevada, or Colorado — is a domestic US entity. It is fully exempt from BOI reporting requirements under the March 2025 interim final rule.

You do not need to file a BOI report with FinCEN. There is no deadline to meet and no penalty for non-filing, because the requirement simply does not apply to your LLC.

Possibly. FinCEN has stated its intention to solicit public comments on the interim final rule and issue a final rule during 2025. The interim rule was issued primarily to resolve ongoing litigation and political pressure.

Some members of Congress have expressed concern that exempting foreign-owned US companies undermines the anti-money laundering purpose of the CTA. FinCEN may reimpose BOI reporting requirements on US companies with foreign owners in a future final rule.

We monitor these developments closely and will update our clients if the requirements change. As of the date of this writing (May 2026), the exemption remains in effect.

If you formed your LLC in 2024 and filed a BOI report at that time, there is no action required. The exemption applies going forward — you are not required to file updates or corrections simply because the requirement has been removed.

If you formed your LLC in 2024 but did not file a BOI report (due to the various court injunctions that were in effect at different times), you are now fully exempt and no filing is required.