If you formed your business in Wisconsin (or any other U.S. state) and you've been told you need to file a Beneficial Ownership Information (BOI) report with FinCEN, that hasn't been true since March 26, 2025. The Treasury Department and FinCEN exempted every domestic reporting company from the requirement, and they've said they will not enforce penalties against U.S. persons or domestic companies even for past failures to file. The Corporate Transparency Act's BOI obligation now applies only to a narrow set of foreign-formed entities.
This article explains what changed, who is still required to file, what to do if you previously filed, and how to spot services that haven't updated their pitch.
Your Wisconsin LLC, corporation, or other state-formed entity is not required to file a BOI report. If a competitor is still selling you a "$79 BOI filing" as a required compliance step, they're working from outdated rules. Always verify the current status on fincen.gov/boi.
What Changed in March 2025
The Corporate Transparency Act (CTA), codified at 31 U.S.C. § 5336, took effect January 1, 2024 and required nearly every U.S. LLC and corporation to file a BOI report with the Financial Crimes Enforcement Network (FinCEN). The first year of enforcement was contentious: a Texas federal court enjoined the CTA in Texas Top Cop Shop v. Garland, the Fifth Circuit and Supreme Court stayed and unstayed the injunction multiple times, and Treasury repeatedly extended the deadline.
That ended on March 21, 2025, when Treasury announced an interim final rule removing BOI reporting requirements for U.S. companies and U.S. persons. The rule was published in the Federal Register on March 26, 2025 and took effect that day.
Three things to understand about the rule:
- Reporting company narrowed. FinCEN revised the regulatory definition of "reporting company" to mean only entities formed under the law of a foreign country that have registered to do business in a U.S. state or Tribal jurisdiction by filing with a secretary of state or similar office. Entities created in the United States are no longer reporting companies.
- U.S. persons exempt as beneficial owners. Even for foreign reporting companies that must still file, U.S. persons who are beneficial owners are exempt from being reported. The foreign reporting company doesn't include them in its filing.
- No enforcement against domestic companies. FinCEN has stated it will not enforce BOI reporting penalties — civil or criminal — against U.S. citizens, domestic reporting companies, or their beneficial owners. This applies retroactively to entities that didn't file before March 26, 2025.
Who Still Has to File
The only entities still subject to federal BOI reporting are foreign reporting companies: legal entities formed under the law of a country other than the United States that have registered to do business in a U.S. state or Tribal jurisdiction by filing a document with the secretary of state or equivalent office.
In Wisconsin, foreign reporting companies are entities that filed a Certificate of Authority with the Wisconsin Department of Financial Institutions (WDFI) under Wis. Stat. ch. 183 subch. IX (foreign LLCs) or the corresponding corporation statute. If the entity itself was formed in Delaware, Nevada, California, or any other U.S. state — it is not a foreign reporting company. "Foreign" here means "formed outside the United States," not "formed outside Wisconsin."
Examples of who still has to file:
- A UK Limited company that registered with WDFI to open a Wisconsin sales office
- A Canadian corporation that registered to do business in a U.S. state to take on U.S. customers
- A Cayman Islands LLC that registered with a U.S. state's secretary of state
Examples of who does not have to file:
- Any Wisconsin-formed LLC or corporation (even with foreign owners — the entity's place of formation is what matters)
- Any U.S.-formed LLC, corporation, limited partnership, or other entity that was previously a "domestic reporting company"
- Sole proprietors, general partnerships, and trusts that were never reporting companies in the first place
Deadlines for Foreign Reporting Companies
If you do fall in the narrow group still required to file, here are the deadlines under the interim final rule:
| Foreign Entity Registered to Do Business in a U.S. State | Initial BOI Deadline |
|---|---|
| Before March 26, 2025 | April 25, 2025 (now past — file as soon as possible if missed) |
| On or after March 26, 2025 | 30 calendar days from notice that the registration is effective |
Updated reports are still required within 30 days of any change to previously reported information (new beneficial owners, ownership-percentage changes, address changes, etc.). There is no annual filing — updates are event-driven.
If You Already Filed a BOI Report for Your Wisconsin LLC
No action is required. Reports filed before the March 2025 exemption remain in FinCEN's system but are no longer subject to update obligations, and FinCEN has stated it will not enforce penalties for failures to update.
You don't need to formally rescind or delete the prior filing. FinCEN didn't create a "withdraw your report" workflow, because the rule simply removes the underlying obligation. The data sits in a non-public federal database the same way it did the day after you filed.
Who Counts as a "Beneficial Owner" (for Foreign Reporting Companies)
If you do still have to file as a foreign reporting company, a beneficial owner is any individual who satisfies either of two tests:
- The 25% Ownership Test — directly or indirectly owns or controls at least 25% of the entity's ownership interests (membership units, stock, voting rights, profit interests, etc.).
- The Substantial Control Test — exercises substantial control over the entity, regardless of ownership percentage. This includes senior officers, anyone with authority to appoint or remove senior officers or a majority of the board, and anyone with substantial influence over important decisions.
Per the March 2025 rule, U.S. persons who are beneficial owners of a foreign reporting company are exempt — the foreign reporting company does not include them in its filing. Only non-U.S. beneficial owners are reported.
What Information Goes in the Report
For foreign reporting companies still required to file:
Company information
- Legal name and any DBA / trade names
- Principal place of business address (and U.S. address if different)
- Jurisdiction of formation (the foreign country)
- State or Tribal jurisdiction of first registration in the United States
- Federal taxpayer identification number (EIN, or a foreign equivalent if no EIN has been issued)
For each non-U.S. beneficial owner
- Full legal name
- Date of birth
- Current residential address
- Image of an acceptable identification document — passport is the typical choice for non-U.S. persons
How to File (Foreign Reporting Companies Only)
- 1
Go to the FinCEN BOI E-Filing System
Navigate to boiefiling.fincen.gov (linked from fincen.gov/boi) and click "File a report." No account required, no filing fee.
- 2
Choose the Filing Type
Initial report, updated report (changes to previously reported information), or corrected report (fixing errors in a prior report).
- 3
Enter Company Information
Legal name, DBAs, principal place of business, foreign jurisdiction of formation, U.S. state of first registration, and EIN (or foreign tax ID).
- 4
Add Each Non-U.S. Beneficial Owner
For each non-U.S. owner: name, date of birth, residential address, and an uploaded image of an ID document. U.S. persons who would otherwise be beneficial owners are excluded under the interim final rule.
- 5
Review and Submit
Review carefully. False statements remain a federal crime even though the universe of filers has narrowed. Submit and save the confirmation.
Penalties — and Why Domestic Companies Are No Longer at Risk
The statutory penalties remain on the books:
- Civil penalty: up to $606 per day (adjusted annually for inflation) for each day the violation continues
- Criminal penalty: up to $10,000 in fines and up to 2 years in prison for willful violations
- Personal liability: penalties apply to both the entity and the responsible individuals
But under the March 2025 rule, FinCEN has explicitly stated it will not pursue enforcement against U.S. citizens, domestic reporting companies, or their beneficial owners, including for past failures to file. The penalty exposure for Wisconsin LLCs and other U.S.-formed entities is, in practical terms, zero.
For foreign reporting companies still in scope, penalties remain enforceable. The 90-day safe harbor for inadvertent reporting violations also remains available.
State-Level BOI Laws
The federal CTA exemption does not override any state-level beneficial-ownership reporting law. A handful of states have enacted their own equivalents and others have introduced bills modeled on the CTA. Wisconsin has not enacted a state-level BOI law — Wisconsin LLCs and corporations currently have no state-level beneficial-ownership filing obligation.
If you operate in multiple states, check each jurisdiction's rules separately. The federal exemption does not reach state law.
How Anchor Filings Helps
For most of our Wisconsin LLC and corporation clients, the honest answer is: you don't need our BOI service anymore. The federal obligation that made this a useful add-on for new U.S. entities has been removed.
Where we can still help:
- Foreign-formed entities (UK Ltd, Canadian corp, Cayman LLC, etc.) registered to do business in Wisconsin or another U.S. state. We prepare and file the BOI report with FinCEN, coordinating non-U.S. beneficial-owner identification.
- Compliance Pro clients — we monitor for changes in federal and state-level beneficial-ownership rules so you don't have to read the Federal Register yourself.
Foreign-Formed Entity Registered to Do Business in Wisconsin?
If your entity was formed outside the United States, we prepare and submit the FinCEN BOI report on your behalf. Single flat fee, secure ID handling for non-U.S. beneficial owners, confirmation delivered to your portal.
File My BOI Report · $79U.S.-formed entity? No filing needed — and no service to buy.
Sources
- Federal Register: Beneficial Ownership Information Reporting Requirement Revision and Deadline Extension (Interim Final Rule, 90 Fed. Reg. 13688, March 26, 2025)
- FinCEN News Release: FinCEN Removes Beneficial Ownership Reporting Requirements for U.S. Companies and U.S. Persons (March 21, 2025)
- U.S. Treasury Press Release on the interim final rule
- FinCEN, Interim Final Rule: Questions and Answers
- FinCEN, Beneficial Ownership Information Reporting — current FinCEN guidance hub
- 31 U.S.C. § 5336 — Corporate Transparency Act
Rules cited here are current as of May 2026 and remain subject to amendment. FinCEN has indicated the interim final rule will be finalized after the comment period; verify the current status on fincen.gov/boi before relying on any reporting determination. This article is general information, not legal advice.
Frequently Asked Questions
No. Under FinCEN's interim final rule effective March 26, 2025, all entities formed in the United States — including Wisconsin LLCs and corporations — are exempt from Beneficial Ownership Information reporting under the Corporate Transparency Act. U.S. persons who are beneficial owners are also exempt.
Only foreign reporting companies — entities formed under the law of a foreign country that have registered to do business in a U.S. state or Tribal jurisdiction by filing a document with a secretary of state or similar office. Even those entities are not required to report any beneficial owners who are U.S. persons.
On March 21, 2025, the U.S. Department of the Treasury announced an interim final rule (published in the Federal Register on March 26, 2025) revising the regulatory definition of "reporting company" to exclude all entities formed in the United States. FinCEN has stated it will not enforce BOI reporting penalties against U.S. citizens, domestic reporting companies, or their beneficial owners.
No action is required. Reports already filed remain in FinCEN's database, but you no longer have an obligation to update them. FinCEN has stated it will not enforce penalties against U.S. persons or domestic companies for failures to file or update.
Foreign entities registered to do business in the United States on or after March 26, 2025 have 30 calendar days to file an initial BOI report after receiving notice that their registration is effective. Foreign entities already registered before March 26, 2025 had until April 25, 2025 to file.
Wisconsin has not enacted a state-level beneficial ownership reporting law, so Wisconsin LLCs and corporations have no state-level BOI filing obligation. A handful of other states have enacted or proposed their own equivalents. If you operate in multiple states, check each jurisdiction's rules separately — the federal exemption does not reach state law.
They may not have updated their offerings since the March 2025 rule, or they may be confused about who is still in scope. Filing a BOI report for an exempt U.S.-formed entity is not unlawful, but it is unnecessary. Before paying anyone to file a BOI report for a Wisconsin LLC, verify on fincen.gov/boi that your entity is still required to report.