A small operator in Cheyenne with two single-member Wyoming LLCs (one holds the truck, one runs the snow-plow contracts) opened a $250 invoice from a "BOI compliance service" last Tuesday. The invoice cited a $591 per-day FinCEN penalty. The operator owes nothing. The service is selling against a regime that no longer applies to her domestic LLCs. This article explains what changed, what statute now governs, and what a Wyoming LLC owner actually has to file in 2026.
The 60-second answer
Under the Financial Crimes Enforcement Network Interim Final Rule published March 21, 2025 (90 Fed. Reg. 13688), 31 C.F.R. § 1010.380 was amended to remove US-domestic reporting companies from the Beneficial Ownership Information reporting requirement. Only foreign reporting companies (entities formed under the law of a non-US jurisdiction that register to do business in a US state) remain subject to the rule. If your Wyoming LLC was formed under Wyoming law (which is the default for almost everyone reading this), you are not currently required to file a BOI report.
The change came after federal courts held the original rule unconstitutional or unenforceable in National Small Business United v. Yellen, No. 5:22-cv-1448 (N.D. Ala. Mar. 1, 2024), and after the Texas Top Cop Shop, Inc. v. McHenry injunctions out of the Eastern District of Texas (originally Garland, redenominated as the administration changed). FinCEN responded with the IFR rather than continue defending the broader regime in court.
What the original BOI rule required
The Corporate Transparency Act (CTA), enacted as part of the National Defense Authorization Act for Fiscal Year 2021 and codified at 31 U.S.C. § 5336, directed FinCEN to collect Beneficial Ownership Information on most US business entities. The implementing regulation, 31 C.F.R. § 1010.380, originally required:
- Each "reporting company" to file an initial BOI report identifying its beneficial owners (anyone owning 25% or more, or exercising substantial control)
- Information on each beneficial owner: full legal name, date of birth, current residential address, unique identifying number from an acceptable identification document (driver's license, passport), and an image of that document
- Updates within 30 days of any change to the beneficial owner data
Twenty-three categories of entity were exempted under the original rule (banks, public companies, larger operating companies, certain regulated entities). Most small Wyoming LLCs were NOT exempted, which meant millions of single-member and multi-member small LLCs were on the hook.
The penalty structure caused the most pricing-service alarm: civil penalties up to $591/day (adjusted for inflation from the statutory $500/day in 31 U.S.C. § 5336(h)), plus criminal penalties up to $10,000 and two years' imprisonment for willful failure or knowingly false reporting.
Why the rule was challenged
National Small Business United v. Yellen held in March 2024 that the CTA exceeded Congress's enumerated powers under Article I and was therefore unconstitutional as applied to the plaintiff trade association and its members. Judge Burke's opinion ran 53 pages and concluded that none of the proffered constitutional bases (Commerce Clause, Necessary and Proper, taxing, foreign affairs) could support the breadth of the disclosure regime. The decision was narrow on its face (it only enjoined enforcement against the plaintiff and its members) but it set the template for the broader litigation.
Texas Top Cop Shop, Inc. v. Garland (later v. McHenry after the administration change), out of the Eastern District of Texas in December 2024, issued a nationwide preliminary injunction. The Fifth Circuit stayed and unstayed the injunction multiple times in late 2024 and early 2025, creating roughly 90 days of compliance whiplash. The Treasury Department announced on March 2, 2025 that it would not enforce the rule against US citizens or domestic reporting companies, and the IFR followed three weeks later.
What the IFR actually changed
The March 21, 2025 IFR amended 31 C.F.R. § 1010.380 to:
- Redefine "reporting company" to mean ONLY foreign reporting companies (entities formed under the law of a foreign country that register to do business in a US state by filing a document with a Secretary of State)
- Remove all reporting obligations from US-domestic entities
- Clarify that previously-filed reports from domestic entities are not required to be updated, and that FinCEN will not act on them
- Maintain the reporting obligation for foreign reporting companies, with adjusted deadlines and a narrower set of required data fields
The IFR is an "interim" rule, which means FinCEN can finalize it as written, modify it after the public comment period, or (in theory) withdraw it. Comments closed in May 2025. As of this article's date (May 2026), no final rule has replaced the IFR, and no enforcement action has been brought against a US-domestic reporting company.
What a Wyoming LLC owner needs to do in 2026
For a Wyoming LLC formed under Wyoming law (filed with the Wyoming Secretary of State, governed by W.S. § 17-29-101 et seq.):
- No initial BOI report is currently required
- No annual BOI update is required
- No 30-day update is required for changes in beneficial ownership
- If you previously filed a BOI report under the old rule, no withdrawal is needed (FinCEN will not act on it)
- The data you previously submitted remains in FinCEN's secure database; the IFR does not authorize public access or law-enforcement use beyond the original CTA framework
For a Wyoming LLC owned by a foreign entity (the rare case where a non-US holding company sits above your Wyoming LLC), the answer is more nuanced and you should consult counsel: the foreign owner above the Wyoming LLC may itself be a "foreign reporting company" if it registered to do business in a state.
The marketing that is still selling against the dead rule
A category of "BOI filing service" sprang up in 2024 charging $250 to $499 to file the original report. Many of those services have not updated their pages, are still selling subscriptions, and are still citing the $591/day penalty as if the IFR did not exist. Some cite Texas Top Cop Shop as a reason you should "file anyway to be safe." That advice is fee-extracting noise.
If you were charged for a BOI service in 2025, check your contract for an automatic renewal clause. If you signed up for ongoing compliance monitoring, cancel before the renewal date.
What could change again
Three scenarios could reactivate domestic BOI reporting:
- Congress could amend the CTA to address the constitutional concerns and re-impose the regime through legislation (no current bill is pending as of this article's date).
- A new FinCEN administration could issue a final rule that re-extends the obligation to domestic entities. The IFR comment period generated significant industry pushback against re-extension, so this would face heavy procedural friction.
- A federal court could issue a ruling reinterpreting the CTA in a way that forces FinCEN's hand. The Fifth and Eleventh Circuits both have CTA-related cases in various postures; the Supreme Court has not granted certiorari on the underlying constitutional question.
We track these developments and update this page when material changes occur. The "Last reviewed" date in the footer is the live signal.
What we do, what we do not do
We file Wyoming LLC formations and serve as registered agent. We do not file BOI reports, because no domestic BOI report is currently required. If you have a foreign-entity-above-domestic structure that may still owe a foreign-reporting-company BOI, we route you to a tax attorney for that analysis.
If you previously paid for a BOI compliance service and want a second opinion on whether to renew, we will tell you (no charge) what the current rule actually requires for your structure. Email us via /contact.html.
FAQ
Do I need to file a BOI report for my Wyoming LLC in 2026?
No, if your Wyoming LLC was formed under Wyoming law (which is the default for almost everyone). The March 21, 2025 FinCEN Interim Final Rule (90 Fed. Reg. 13688) amended 31 C.F.R. § 1010.380 to remove US-domestic reporting companies from the BOI requirement. Only foreign reporting companies must file.
What if I already filed a BOI report under the old rule?
No action needed. FinCEN will not require an update or a withdrawal. The data remains in the secure database and is not publicly accessible. You can cancel any "ongoing BOI monitoring service" you may have signed up for during the 2024-2025 enforcement window.
Is the $591/day penalty still in effect?
The penalty structure in 31 U.S.C. § 5336(h) remains in the statute, but with no current reporting obligation for US-domestic entities, there is no triggering event. Foreign reporting companies that fail to file remain subject to the penalty.
Could the rule come back?
Possibly. Congress could amend the CTA, or a future FinCEN administration could issue a final rule reinstating the obligation. We update this page when material changes occur.
Is "Wyoming privacy" still meaningful if BOI does not apply?
State-level privacy is unaffected by the BOI question. Wyoming does not require member disclosure in the public Articles of Organization (W.S. § 17-29-203), so the state database still shows only the registered agent and organizer. The federal disclosure regime and state-level privacy operate independently.
Where can I read the IFR text directly?
90 Fed. Reg. 13688 (March 21, 2025). Available at federalregister.gov; search "Beneficial Ownership Information Reporting Requirements" with the publication date. The amended regulation text is at 31 C.F.R. § 1010.380 (current as published in the eCFR).
What we offer
We file Wyoming LLC formations and serve as registered agent. $99/year for the registered agent service. We file as organizer for clients who want their name off the public Articles. Substantive operating agreement template included.
Order at /order.html. Questions at /contact.html.
Independent Curator Disclosure: This article cites federal regulations, court opinions, and statutes as researched and synthesized publicly available content. Mention of named courts or agencies does not imply endorsement, sponsorship, or affiliation. Consult licensed counsel for advice on your specific situation.
Educational only. We are not a law firm. We do not provide legal or tax advice. We are a Wyoming LLC formation and registered agent service. Federal regulations change; verify the current text of 31 C.F.R. § 1010.380 before acting on this article. Last reviewed: 2026-05-01.