US LLCs now report nothing; foreign companies still do

Since FinCEN's August 2026 rule, a US LLC owned from abroad files no federal ownership report. A foreign company registered in a US state still does.

A Delaware limited liability company (LLC) owned by non-US individuals now files nothing with the federal beneficial ownership register. A foreign company registered to do business in a US state still files, and it must name its non-US owners. That asymmetry is the practical result of the final rule the Financial Crimes Enforcement Network (FinCEN) issued on 11 August 2026. It changes which vehicle is quieter, but it does not make either vehicle private. Founders and family offices should choose between the two on three questions: what the bank will ask, what a state will collect, and what their home country already requires.

What the August 2026 rule removed, and what it left in place

FinCEN's Beneficial Ownership Information (BOI) page records that the final rule was issued on 11 August 2026 and became effective on 14 August 2026. The Federal Register published it on 14 August 2026 as document 2026-16576, titled "Beneficial Ownership Information Reporting Requirement Revision". FinCEN's own release states the result plainly: US companies and US persons no longer report beneficial ownership information under the Corporate Transparency Act (CTA), and FinCEN will delete what US persons previously filed.

The rule adopts, with limited changes, an interim final rule published in the Federal Register on 26 March 2025. That earlier rule limited "reporting company" to an entity formed under foreign law and registered to do business in a US state or tribal jurisdiction. FinCEN's release says foreign reporting companies must still report on their foreign individual owners. The statute, 31 United States Code (U.S.C.) 5336(a)(11), still defines a reporting company to include entities created by filing a document with a secretary of state of a State or Indian Tribe. The regulation carves the domestic ones out.

Foreign reporting companies keep their duty, with two reductions. They no longer identify US-person "company applicants", the individuals who filed or directed the filing of the registration. Foreign pooled investment vehicles no longer report US persons who exercise substantial control. The deadlines are unchanged from the 2025 rule. Entities registered before 26 March 2025 had to file by 25 April 2025. Later registrants file within 30 calendar days of notice that registration is effective.

Why the foreign registrant is the one still on the register

The test for who counts has not changed. Under 31 U.S.C. 5336(a)(3), a beneficial owner is an individual who exercises substantial control over the entity, or who owns or controls not less than 25 percent of its ownership interests. The rules narrow who reports rather than the definition of owner, so a foreign company registered in a US state reports every non-US individual who meets either prong.

The penalties sit in 31 U.S.C. 5336(h)(3). On the statute's text, a reporting violation carries a civil penalty of up to $500 for each day it continues, and the person may also be fined up to $10,000, imprisoned for up to two years, or both. These are the statutory figures before any inflation adjustment. The rule changes who must report, not the penalty provision, so a foreign company that registered in a state and ignored the filing is exposed on the statute's terms.

A US-formed LLC is different. It is not formed under foreign law, so the regulation's definition does not reach it. The owner behind it, however foreign, has no report to file.

A worked example: one family, two vehicles

Take a founder who lives in Hong Kong and holds 80 percent of a holding company. A sibling, also not a US person, holds the remaining 20 percent. The holding company is going to own a US property portfolio. The family compares two routes.

Route one. The holding company, formed in the British Virgin Islands, registers in a US state as a foreign entity and holds the assets directly. It is a reporting company. The founder, at 80 percent, is a beneficial owner. The sibling, at 20 percent, is below the 25 percent line and is reportable only if they exercise substantial control. If the sibling sits on the board and signs the leases, that second prong is a real question, not a formality. A filing is due within 30 calendar days of notice that the registration is effective, and changes must be updated.

Route two. The holding company forms a Delaware LLC and puts the assets in it. The LLC is a domestic entity, so it files no BOI report to FinCEN. Delaware law does not ask for the owners either: Title 6, section 18-201(a) of the Delaware Code requires a certificate of formation to state the company name and the registered office and agent, plus any other matters the members choose to include. Members' names are not required.

On the federal register, route two is quieter. Whether it is quieter everywhere is the point of the next section.

The bank still asks, and it asks at 25 percent

The CTA was never the only beneficial ownership rule. The 2016 Customer Due Diligence (CDD) rule, at 31 Code of Federal Regulations (CFR) 1010.230, requires covered financial institutions to identify and verify the beneficial owners of legal entity customers when they open an account. It uses the same 25 percent ownership prong, capped at four individuals, and adds one individual with significant responsibility to control, manage or direct the entity. A trust holding 25 percent or more is looked through to its trustee.

Sidley's note on the August 2026 rule states that the CDD rule is unaffected, and that FinCEN has said it intends to modify it without giving a timeline. That is a statement of intent, not a change in law. The rule as written still applies to a Delaware LLC opening an account.

In the example, the Delaware LLC's bank would identify the founder and one control person, and may decide for its own reasons to ask about the sibling. The information goes to the institution, not to a registry. The common reading is that the rule ended disclosure. It ended one federal filing. The same facts are still collected, by the bank, at account opening. A bank may rely on the customer's certification unless it knows facts that call it into question.

State disclosure is where the picture is moving

The state layer is thinner than the federal layer was, and it is not uniform. New York's LLC Transparency Act took effect on 1 January 2026. Governor Hochul vetoed bill S8432 on 19 December 2025, which would have restored a broader reporting scheme. Sidley reports that, as a result, the Act reaches only LLCs formed outside the US and authorised to do business in New York. LLCs formed in any US state or territory are exempt.

Sidley gives the initial disclosure deadline for a foreign LLC already authorised in New York as 31 December 2026. For an LLC formed on or after 1 January 2026, disclosure is due within 30 days of applying for authority to do business in New York. The same note reports that a filing more than 30 days late is marked past due, that continued default can lead to suspension, and that two consecutive years of non-filing can make the entity delinquent, with fines of up to $500 a day. Check the New York Department of State's guidance before relying on these dates and penalties.

New York shows the second-order effect. A non-US LLC registered there reports to the state, while a Delaware LLC owned by the same people does not. The foreign-registrant route therefore still carries a filing, now at state level. The note adds that the information is not public without the owners' consent, with exceptions including law enforcement and court orders. ## Congress may harden the line, but has not yet

H.R. 425, titled "To repeal the Corporate Transparency Act" and given the short title Repealing Big Brother Overreach Act in the reported text, was introduced by Representative Warren Davidson on 15 January 2025. The House Financial Services Committee's report, House Report 119-701, records that it was reported with an amendment on 18 June 2026. Its operative text does not simply repeal. Section 2(a) amends 31 U.S.C. 5336 to limit reporting to foreign persons, and section 2(b) directs FinCEN to delete information about individuals who are not foreign beneficial owners within 90 days of enactment. That would put the current regulatory position into the statute. No House floor vote had been recorded when this was written. The rule is the operating law. The bill would make it harder to reverse, but the statute stands until Congress acts.

How to choose

• If the assets are held for years and the bank relationship is the main exposure, a Delaware LLC removes a federal filing and nothing else. Prepare for 25 percent look-through on every account.
• If a counterparty or landlord requires a foreign parent on title, the foreign registrant is workable, but diarise the 30-day filing and the update duty, and check any state regime such as New York's.
• If the owners have home-country reporting duties, assume those continue regardless of US form. Home-country regimes are outside this article and should be checked locally.

A smaller federal register does not shrink the other records. The file the bank keeps, the state's own filing and the owner's tax return are all still written, and each one has to say the same thing.