BOI report for a U.S. LLC: do you need to file?
Last verified: 3 min read
No. A U.S. LLC doesn't file a BOI report with FinCEN. FinCEN now limits beneficial ownership reporting to foreign entities formed under foreign law and registered to do business in a U.S. state. Every entity created in the United States, and its beneficial owners, is exempt, and that includes an LLC formed in New Mexico.
What is a BOI report?
BOI stands for beneficial ownership information: who owns or controls a company. The report goes to FinCEN, the Financial Crimes Enforcement Network of the U.S. Treasury. FinCEN's own page sets the scope, the forms and the deadlines (FinCEN, BOI).
Who has to file a BOI report today?
Only a narrow group.
| Entity | Files BOI? |
|---|---|
| Entity created in the United States, such as a New Mexico LLC | No, exempt |
| Beneficial owners of a U.S.-created entity | No, exempt |
| Foreign entity formed under foreign law and registered in a U.S. state | Yes |
Does a New Mexico LLC have to file?
No. Your LLC is created when its Articles of Organization are filed with the Secretary of State of New Mexico (NM), a U.S. state. That makes it a U.S.-created entity, outside FinCEN's reporting.
Where you live doesn't change it. FinCEN looks at where the company was created, so the answer is the same for an owner in Texas, in Brazil or in Japan.
Who else asks about the owners?
BOI is one regime. Two others have their own rules:
- The IRS. When you apply for an EIN, the IRS needs a real person as the LLC's responsible party. See how to get an EIN without an SSN.
- Banks and payment providers. They verify who owns the company before opening an account, usually with the Articles, the Operating Agreement and the EIN. More in opening a U.S. bank account for a non-resident LLC.
A single-member LLC owned from abroad may also have a yearly IRS filing; see Form 5472 for a foreign-owned LLC.
What does the New Mexico public record show?
Not you. New Mexico's Articles don't have to list owners or managers. With EXNNA, we sign as organizer and act as your registered agent, so the public record shows us, and Member and Manager Information reads "None Entered". Read how an anonymous LLC in New Mexico works.
What does a New Mexico LLC file every year?
Nothing with the State: no annual report and no annual State fee. It only has to keep a registered agent in New Mexico, and ours is included for the first 12 months. The full picture by state is in LLC annual report requirements, and the cost of every option is on our pricing.
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FAQ
- Does my New Mexico LLC have to file a BOI report?
- No. FinCEN exempts every entity created in the United States, and its beneficial owners. A New Mexico LLC is created in the United States.
- What is a BOI report?
- A report of beneficial ownership information, the people who own or control a company, sent to FinCEN, the U.S. Treasury's financial crimes unit. Today it applies only to foreign entities registered to do business in a U.S. state.
- Does living outside the U.S. change the answer?
- No. FinCEN's test looks at where the company was created, not where its owners live.
- Who else asks who owns my LLC?
- The IRS, if you apply for an EIN, and the banks and payment providers you sign up with. Each has its own process.
Sources
- FinCEN, Beneficial Ownership Information (checked )
General information, not legal or tax advice.