Which states allow anonymous LLCs?

The states most commonly cited for anonymous LLC formation are Wyoming, New Mexico, Nevada, Delaware, and Montana. Each provides some degree of member privacy at the formation stage, meaning member names are not required on the public Articles of Organization or Certificate of Formation. However, the degree of ongoing privacy varies significantly by state. Wyoming and New Mexico offer the strongest combination of formation privacy and minimal recurring disclosure. Nevada publicly discloses managers and members on its annual list filing, which limits its true anonymity value. Delaware does not require member names on the Certificate of Formation but has a public registered agent requirement that creates a partial paper trail. Montana provides formation privacy but has less-developed case law than Wyoming. Note that all LLCs subject to the federal Corporate Transparency Act must file a Beneficial Ownership Information report with FinCEN regardless of state choice. Consult a licensed attorney for guidance specific to your situation.

What is the most private LLC state?

Wyoming and New Mexico are generally considered the most private LLC states for different reasons. Wyoming (under W.S. 17-28-107) allows a professional organizer to file the Articles of Organization without disclosing member names, and the annual report does not require member disclosure. New Mexico goes one step further by requiring no annual report at all, which means there is no recurring public filing that could reveal member information over time. The practical difference is that Wyoming has a more developed statutory framework and more supporting case law, while New Mexico offers the lowest long-term administrative burden. Both states still require a registered agent with a public address. Federal BOI reporting obligations apply in both states regardless.

Does Wyoming allow anonymous LLC formation?

Yes. Wyoming Statutes 17-28-107 explicitly allows an organizer to file the Articles of Organization on behalf of the LLC without disclosing member or manager names in the public filing. The organizer (which may be a formation service acting on your behalf) is listed instead of the actual owners. Wyoming's annual report also does not require disclosure of member names. This filing-as-organizer approach is the legal mechanism behind what is commonly marketed as a Wyoming anonymous LLC. It is important to understand that this is state-level formation privacy only. Federal BOI reporting under the Corporate Transparency Act requires disclosure of beneficial owners to FinCEN (not public) regardless of state choice.

What is the difference between Wyoming and New Mexico for anonymous LLCs?

Both Wyoming and New Mexico allow anonymous LLC formation (no member names on public Articles of Organization). The key differences are: (1) Annual reporting: Wyoming requires a minimal annual report ($60 minimum fee) that does not disclose members. New Mexico requires no annual report at all, which means zero recurring public filing exposure. (2) Cost: New Mexico's formation fee is lower and there are no annual fees after formation. Wyoming charges $60 per year minimum. (3) Statute and case law: Wyoming has a more mature LLC statute and more supporting court decisions. New Mexico's framework is newer and less tested. (4) Practical use: New Mexico is often preferred for long-term passive holding structures where minimizing administrative burden is the priority. Wyoming is often preferred when statutory clarity and case law depth matter. Both are legitimate privacy-state choices; the right answer depends on your specific structure and goals. Consult a licensed attorney.

Is Nevada actually an anonymous LLC state?

Nevada is frequently marketed as a privacy-friendly state for LLC formation, but it has a significant limitation that is often understated: Nevada's Annual List of Managers or Members (NRS Chapter 86) is a public filing that discloses the names and addresses of the LLC's managers (in a manager-managed LLC) or members (in a member-managed LLC). This annual public disclosure largely negates the formation-stage privacy that Nevada provides. A Nevada LLC may start with no member names on the Articles of Organization, but by the time the first Annual List is due, that information becomes public record. This is a meaningful difference from Wyoming and New Mexico, where member names are not required in any recurring public filing. For true ownership privacy at the state level, Wyoming and New Mexico are more consistently private over time.

Does the Corporate Transparency Act eliminate the benefit of anonymous LLCs?

The Corporate Transparency Act (CTA), codified at 31 U.S.C. 5336, requires most LLCs formed in the United States to file a Beneficial Ownership Information (BOI) report with the Financial Crimes Enforcement Network (FinCEN) disclosing the identity of beneficial owners. This is a federal reporting obligation that applies regardless of which state the LLC is formed in. Importantly, BOI reports are not public records. They are filed with FinCEN and are accessible only to authorized law enforcement and financial institutions under specific circumstances. This means the CTA does not eliminate the benefit of state-level anonymous formation for public-record purposes. Your name may not appear in any publicly searchable database, even after BOI compliance. The CTA changed federal compliance obligations but did not make state formation records public. Consult a licensed attorney familiar with current FinCEN guidance, as the CTA's implementation has been subject to ongoing litigation and regulatory updates.

What is nominee services for anonymous LLC and is it legal?

Nominee services typically involve using a third party (a nominee organizer, nominee manager, or nominee member) to appear in public LLC records in place of the actual beneficial owner. The legality of nominee arrangements depends on how they are structured and for what purpose. Using a formation service as a professional organizer to file your LLC (per Wyoming W.S. 17-28-107) is a straightforward and fully legal service. More complex arrangements involving nominee members or managers should be reviewed by a licensed attorney, as they can raise issues related to the Corporate Transparency Act's beneficial ownership reporting requirements, which require disclosure of actual beneficial owners (not nominees) to FinCEN. The CTA specifically addresses arrangements designed to obscure beneficial ownership. This article is educational only and is not legal advice.

BOI Reporting Status by State 2026: After NSBA v. Yellen and the FinCEN Interim Final Rule

Published 2026-05-01

Scenario: You filed a Beneficial Ownership Information report with FinCEN in early 2024 because every formation service told you to. Then a federal court in Alabama struck the Corporate Transparency Act. Then a Texas court enjoined enforcement nationwide. Then FinCEN issued an Interim Final Rule in March 2025 that exempted domestic entities owned by U.S. persons. You operate three LLCs across Wyoming, Texas, and New York. New York has its own state-level beneficial-ownership law. Whose disclosure obligation applies right now, in May 2026, to which entity? Here is the current map.

This article walks the federal Corporate Transparency Act's status as of May 2026, names the cases that brought it to its current posture, summarizes the FinCEN Interim Final Rule of March 21, 2025, and covers the state-level beneficial-ownership laws (most importantly, New York's LLC Transparency Act) that have emerged separately. It also explains what compliance posture honest LLC operators should adopt given the continuing legal volatility.

Last updated: May 1, 2026.

The Direct Answer (Featured-Snippet Block)

The federal Corporate Transparency Act's reporting requirement under 31 C.F.R. § 1010.380 is, as of the FinCEN Interim Final Rule of March 21, 2025, NOT applicable to domestic-formed entities owned only by U.S. persons. Foreign-formed entities and U.S. entities with foreign-person beneficial owners remain subject. This federal posture follows two major court decisions: NSBA v. Yellen (N.D. Ala. 2024) and Texas Top Cop Shop v. Garland (E.D. Tex. 2024). Separately, New York enacted the LLC Transparency Act creating a state-level beneficial-ownership database. Other states (California, Illinois, New Mexico) have considered similar measures but have not enacted them as of May 2026.

The Federal Story

The Original Corporate Transparency Act

Congress enacted the Corporate Transparency Act in the National Defense Authorization Act for Fiscal Year 2021 (Pub. L. 116-283), codified at 31 U.S.C. § 5336. The CTA required most U.S. business entities to file Beneficial Ownership Information (BOI) reports with FinCEN, naming individuals who own 25%+ of the entity or exercise substantial control.

FinCEN issued implementing regulations at 31 C.F.R. § 1010.380, effective January 1, 2024. Existing entities had until January 1, 2025 (later extended) to file initial BOI reports. New entities had 30 days from formation. Updates within 30 days of any change.

The Litigation

NSBA v. Yellen (National Small Business United v. Yellen), No. 5:22-cv-1448 (N.D. Ala. March 1, 2024). Federal district court in Alabama held the CTA exceeded Congress's enumerated powers under the Commerce Clause. The court enjoined enforcement against the plaintiffs (NSBA members).

Texas Top Cop Shop v. Garland, 6:24-cv-478 (E.D. Tex. December 3, 2024). Federal district court in Texas issued a nationwide preliminary injunction against CTA enforcement. The Fifth Circuit subsequently considered the injunction's scope.

The combined effect of these cases (plus subsequent appeals and Treasury responses) was that CTA enforcement was repeatedly stayed, restored, stayed again, and restored throughout 2024 and into 2025.

The FinCEN Interim Final Rule of March 21, 2025

In response to the litigation and the Trump administration's Treasury policy, FinCEN issued an Interim Final Rule (IFR) on March 21, 2025. The IFR significantly narrowed the scope of CTA reporting:

Domestic-formed reporting companies are EXEMPT from BOI reporting if owned only by U.S. persons.
Foreign-formed reporting companies registered to do business in the U.S. remain subject.
Domestic reporting companies with foreign-person beneficial owners remain subject for those foreign persons.

The IFR is the current operative federal posture as of May 2026. The published guidance is at https://www.fincen.gov/boi.

What This Means in Practice

If your LLC was formed in any U.S. state and is owned only by U.S. persons (citizens or lawful permanent residents), you currently have NO federal beneficial-ownership reporting obligation under the CTA.

If your LLC was formed in a foreign country (e.g., a Cayman Islands or BVI entity) and is registered to do business in the U.S., you remain subject to BOI reporting.

If your U.S.-formed LLC has any foreign-person beneficial owners (any individual who is not a U.S. citizen or permanent resident with 25%+ ownership or substantial control), the foreign-person reporting obligation continues.

The future is uncertain. The IFR could be modified, withdrawn, or replaced by subsequent rulemaking. The litigation continues; subsequent court decisions could reshape the regime. The honest compliance posture: track the FinCEN guidance quarterly, document your current exemption status, and be prepared to file if the regime changes again.

State-by-State BOI Reporting Status

The state-level analysis has two components: (1) state-level beneficial-ownership laws independent of the federal CTA, and (2) state-level cooperation with federal CTA enforcement (most states have not adopted state-level cooperation).

States with State-Level Beneficial-Ownership Laws

New York (NY LLC Transparency Act, Article 12 of NY LLC Law as amended 2024)

The NYLLCTA is the most-developed state-level beneficial-ownership regime in the U.S. Key provisions:

All NY-formed and NY-qualified LLCs file beneficial-ownership information with the state.
The database is largely confidential; not public-searchable.
Government and law enforcement access is permitted.
Exemptions exist for many regulated entities (banks, insurance, broker-dealers, large operating companies similar to the federal CTA exemption list).
The Governor's veto of the original NYLLCTA was overridden, then the Hochul-signed amended version retained the database while limiting public access.

A Wyoming LLC qualified to do business in New York may face the NYLLCTA reporting obligation independently of the federal CTA.

Other States (Considered but Not Enacted as of May 2026)

State	Status	Notes
California	Considered	Various proposed bills 2024-2026; none enacted
Illinois	Considered	Draft legislation 2024
New Mexico	Discussed	No introduced bill
Massachusetts	Considered	Draft legislation pending 2026

The trend is toward state-level beneficial-ownership databases as a backup to the federal CTA. The political dynamics vary by state.

States with No State-Level Beneficial-Ownership Disclosure

The vast majority of states have NO state-level beneficial-ownership database. Public-record privacy at the state-filing level (per our LLC privacy by state article) determines what information is publicly available.

State	State BOI?	Public LLC Filing Discloses Owners?
Wyoming	No	No
New Mexico	No	No
Delaware	No	No
Texas	No	Members not on Articles; PIR names officers/managers
Florida	No	Members or managers on Sunbiz
Nevada	No	Manager-list filing public
Pennsylvania	No	Registered office only on Articles
Massachusetts	No (proposed)	Annual report names managers
Illinois	No	Annual report names managers
Ohio	No	Registered agent only on Articles
Georgia	No	Member-managed structure named

For these states, the state-level disclosure question turns on what is required on the publicly-filed Articles or Annual Report, not on a separate beneficial-ownership database.

What This Means for Different Entity Types

Domestic LLC Owned Only by U.S. Persons

Per the FinCEN IFR of March 21, 2025: NO federal BOI reporting obligation.

State-level: depends on the state. Wyoming, New Mexico, Delaware, and other Tier-1 privacy states have no state-level disclosure beyond the public-record minimum. New York's NYLLCTA imposes a state-level obligation.

Domestic LLC with At Least One Foreign-Person Beneficial Owner

Per the IFR: federal BOI reporting still required for the foreign-person owner(s).

State-level: varies. Most states have no separate obligation; New York imposes its NYLLCTA reporting.

Foreign-Formed Entity (Cayman, BVI, etc.) Doing Business in the U.S.

Per the IFR: federal BOI reporting still required.

State-level: any state where the foreign entity is qualified imposes that state's standard public-record disclosure plus, in NY, the NYLLCTA reporting.

Single-Member LLC Treated as Disregarded Entity

A single-member LLC is a "reporting company" under the CTA framework if it falls within the entity definition, but the IFR exemption applies based on owner status (all U.S. persons or not), not on disregarded-entity status.

Trust-Owned LLC

Beneficial ownership for trust-owned entities is determined by who the "beneficial owner" of the trust is for FinCEN purposes. This typically means the trustee, the grantor with retained powers, or beneficiaries with material interests. Specific trust structures should be analyzed individually.

The Compliance Posture Honest Operators Should Adopt

Given the continuing volatility, the honest compliance posture is:

Step 1. Document your current entity status (formation state, owner citizenship, qualification states).

Step 2. Review the FinCEN guidance at https://www.fincen.gov/boi quarterly, or whenever a major court decision is reported.

Step 3. If you previously filed a BOI report and are now exempt under the IFR, you do not need to take action to "withdraw" the prior filing. Your current exempt status governs current obligation.

Step 4. If your entity becomes subject to BOI (e.g., you acquire a foreign-person co-owner, or the IFR is rescinded), file within the applicable time window.

Step 5. For NY-formed or NY-qualified entities, comply with the NYLLCTA independently of the federal regime.

Step 6. For multi-state operators, compliance is per-state plus federal. Track all obligations centrally.

Mat Sorensen of Directed IRA has explained the layered compliance posture for self-directed IRA structures and other complex entity arrangements (https://directedira.com). The general rule: the federal CTA does not preempt state-level disclosure laws, and vice versa.

What Changed Between Original CTA and Current IFR

For comparison, the obligations under the ORIGINAL CTA (pre-IFR) versus the CURRENT IFR:

Entity Type	Original CTA	Current IFR (May 2026)
Domestic LLC, all U.S. owners	REPORT	EXEMPT
Domestic LLC, any foreign owner	REPORT (full)	REPORT (foreign-owner data only)
Foreign-formed entity in U.S.	REPORT	REPORT
Bank, insurance, public entity	EXEMPT (already)	EXEMPT (already)
Large operating company (>20 employees, >$5M revenue, US office)	EXEMPT (already)	EXEMPT (already)
Inactive entity	EXEMPT	EXEMPT

The IFR represents a substantial narrowing of the original CTA reach, but the framework remains and could expand again.

Common Questions and Confusions

Confusion 1: "I filed in 2024, do I need to refile?"

If you filed a BOI report in 2024 and your entity is now exempt under the IFR, you do not need to take action to withdraw. The prior filing is the record of historical compliance. If the IFR is rescinded, your obligation may resume.

Confusion 2: "My state requires BOI; does that mean federal does too?"

No. State-level beneficial-ownership laws (NY's NYLLCTA, future state laws) operate independently of the federal CTA. You may have a state obligation without a federal obligation.

Confusion 3: "Does the bank still need my beneficial-ownership info?"

Yes. Bank Secrecy Act customer due diligence rules under 31 C.F.R. § 1010.230 require banks to collect beneficial-ownership information at account opening. This is independent of the CTA / FinCEN BOI database. Your bank's KYC obligation continues regardless of CTA posture.

Confusion 4: "If my LLC is formed in Wyoming and qualified in New York, does NYLLCTA apply?"

Yes, NYLLCTA applies to NY-formed and NY-qualified LLCs. Foreign qualification triggers the obligation.

Confusion 5: "What about the original 30-day filing deadline for new entities?"

Under the IFR, exempt domestic entities owned by U.S. persons do not have the 30-day deadline. Foreign-formed entities and entities with foreign owners retain the original deadlines.

Court Opinions and Primary Sources

National Small Business United v. Yellen, No. 5:22-cv-1448 (N.D. Ala. March 1, 2024). The first federal court to strike CTA on Commerce Clause grounds.
Texas Top Cop Shop v. Garland, 6:24-cv-478 (E.D. Tex. December 3, 2024). Nationwide preliminary injunction.
31 U.S.C. § 5336. The CTA itself.
31 C.F.R. § 1010.380. FinCEN's implementing regulation.
FinCEN Interim Final Rule, March 21, 2025. The current operative posture.
NY LLC Law Article 12 (NYLLCTA). New York's state-level beneficial-ownership regime.

Jay Adkisson has written extensively on the CTA's evolution from an asset-protection perspective at https://jayadkisson.com.

Frequently Asked Questions

Do I have to file a BOI report under the current rules? Per the FinCEN Interim Final Rule of March 21, 2025: domestic-formed LLCs owned only by U.S. persons are EXEMPT. Foreign-formed entities and U.S. LLCs with foreign-person beneficial owners remain subject. Verify current FinCEN guidance at https://www.fincen.gov/boi.

What if I already filed under the original CTA? Your prior filing remains a historical record. You do not need to "withdraw" it. If the IFR is rescinded, your obligation may resume.

Does New York's LLC Transparency Act apply to my Wyoming LLC? Only if your Wyoming LLC is formed in New York or qualified to do business in New York. A Wyoming LLC operating only in Wyoming has no NYLLCTA obligation.

What is the penalty for failing to file? Under the original CTA, civil penalties up to $500/day plus criminal penalties for willful violations. Under the IFR, penalties only apply to entities still required to report (foreign-formed and entities with foreign owners).

Will the federal regime come back? Possibly. The IFR is interim; subsequent rulemaking or court decisions could reshape the regime. The honest posture is to track FinCEN guidance quarterly.

Do I still need to give my bank beneficial-ownership info? Yes. Bank Secrecy Act KYC requirements under 31 C.F.R. § 1010.230 are independent of the CTA. Your bank still collects this at account opening.

Your Next Step

If your LLC was formed in any U.S. state and is owned only by U.S. persons, you have no current federal BOI obligation. Confirm with FinCEN's published guidance and document your exempt status. We file LLCs in Wyoming, Texas, Florida, Delaware, Nevada, and New Mexico, and serve as registered agent in each. Compare state-by-state on our home index or read our BOI domestic exemption explainer for more on the federal-side update.

About this article: State LLC Service publishes plain-English explanations of LLC formation, registered agent requirements, and federal/state beneficial-ownership reporting across all 50 states. We are an LLC formation and registered agent service. We are not a law firm and do not provide legal advice; consult licensed counsel for guidance specific to your situation, especially given the continuing volatility of the CTA and FinCEN regulatory regime.

Disclosure: Court rulings, regulations, and statutes were current as of May 1, 2026. The federal CTA / FinCEN regime continues to evolve through litigation and rulemaking; verify current FinCEN guidance at https://www.fincen.gov/boi before relying on any statement above. Independent Curator Disclosure: This article references named industry voices we follow (researchers, attorneys, CPAs, and educators) along with statutes and court opinions. The named individuals and firms are independent of our service. We have no business relationship with them beyond researching and synthesizing publicly available content they have published. References do not imply endorsement, sponsorship, or affiliation. Always consult licensed counsel for advice specific to your situation.