The Corporate Transparency Act and Your Cabo LLC: What US Owners Need to File

Most Cabo LLC owners I talk to have never heard of the Corporate Transparency Act. That is a problem. If you hold your fideicomiso beneficiary interest through a US LLC — and a growing number of Cabo buyers do — you may owe the federal government a Beneficial Ownership Information (BOI) report. The penalties for not filing are $500 per day, up to $10,000, plus potential criminal liability.

I am not a lawyer. I am a real estate professional who has helped dozens of buyers structure their Cabo purchases through LLCs and trusts. What I can tell you is that the CTA is the most significant US compliance obligation to hit international property owners in decades, and the awareness level among Cabo buyers is shockingly low.

Here is what you need to know, what you need to file, and how this interacts with Mexico's own beneficial ownership rules.

What Is the Corporate Transparency Act?

The Corporate Transparency Act was enacted as part of the National Defense Authorization Act in January 2021. Its goal is straightforward: eliminate anonymous shell companies that enable money laundering, tax evasion, and other financial crimes. The mechanism is a federal database of beneficial owners maintained by the Financial Crimes Enforcement Network (FinCEN), a bureau of the US Treasury.

Before the CTA, you could form an LLC in Wyoming, Delaware, or New Mexico with virtually no disclosure of who actually owned it. The CTA closes that gap by requiring "reporting companies" to identify their beneficial owners to FinCEN.

The information is not public. It is a confidential database accessible to law enforcement, financial institutions (with consent), and certain regulatory agencies. But the filing obligation is on you, the beneficial owner.

Who Must File

A "reporting company" is any entity created by filing with a secretary of state or similar office — which includes virtually all LLCs, corporations, and limited partnerships formed in the US. It also includes foreign entities registered to do business in any US state.

If you have a US LLC that is the named beneficiary of your Cabo fideicomiso, that LLC is almost certainly a reporting company.

There are 23 categories of exempt entities, but they primarily cover large, regulated companies — banks, insurance companies, public companies, large operating companies with 20+ full-time employees and $5 million+ in gross receipts. A single-member LLC holding a fideicomiso interest in a Cabo condo does not qualify for any of these exemptions.

What gets reported

For each beneficial owner (anyone who directly or indirectly owns 25% or more, or exercises substantial control):

• Full legal name
• Date of birth
• Current residential address
• A unique identifying number from an acceptable document (passport, driver's license, or state ID) plus an image of that document

For the company itself: legal name, any trade names (DBAs), current US address, state of formation, and IRS Employer Identification Number (EIN) or Taxpayer Identification Number (TIN).

Deadlines and Penalties

The CTA's enforcement timeline has been turbulent. A federal court injunction in late 2024 temporarily halted enforcement, but FinCEN resumed enforcement in 2025 with extended deadlines. As of this writing:

• LLCs formed before January 1, 2024: Check FinCEN's current deadline — the original January 1, 2025 deadline was extended due to the court challenges
• LLCs formed on or after January 1, 2024: Must file within 90 days of formation (was 30 days, extended to 90)
• Changes to beneficial ownership: Updates must be filed within 30 days of the change

Penalties for non-compliance:

• Civil: $500 per day the report is late, up to approximately $10,000
• Criminal: Up to $10,000 fine and/or up to 2 years imprisonment for willful failure to report or for filing false information

These are serious penalties. They are not theoretical — FinCEN has enforcement authority and has indicated it will pursue non-compliant entities.

How This Affects Cabo LLC Structures

The most common Cabo LLC structure works like this: a US-based buyer forms a domestic LLC (often in Wyoming or New Mexico for privacy and simplicity), and that LLC is named as the beneficiary of the Mexican fideicomiso (bank trust) that holds title to the property. The LLC-as-beneficiary structure provides US estate planning benefits, liability protection, and avoids Mexican probate.

Under the CTA, that LLC must file a BOI report identifying its beneficial owners. If it is a single-member LLC, you are the sole beneficial owner. If it is a multi-member LLC (say, you and your spouse, or you and a business partner), all members who own 25% or more must be reported.

What about revocable trusts?

Many Cabo buyers layer their structure: a revocable living trust owns the LLC, which is the fideicomiso beneficiary. Under the CTA, the trustee of the revocable trust is considered the beneficial owner of the LLC for BOI reporting purposes. If you are the grantor and trustee of your own revocable trust, you are the reportable beneficial owner.

What about multi-entity structures?

If you have a holding LLC that owns the fideicomiso-beneficiary LLC, the CTA looks through to the natural persons who are the ultimate beneficial owners. Stacking LLCs does not avoid the filing obligation — it may actually create multiple filing obligations if each LLC is a reporting company.

How to File

Filing is done electronically through FinCEN's BOI E-Filing system. The process takes 15–30 minutes if you have your documents ready. There is no filing fee.

1. Go to the FinCEN BOI filing portal
2. Select "File BOIR" (Beneficial Ownership Information Report)
3. Enter company information (name, EIN, state of formation, address)
4. Enter beneficial owner information for each owner (name, DOB, address, ID document)
5. Upload a copy of each owner's identification document (passport or driver's license)
6. Submit

You can also obtain a "FinCEN Identifier" — a unique identifying number that allows you to provide your FinCEN ID instead of your personal information each time you file for a new company. If you have or plan to have multiple LLCs, get a FinCEN Identifier first.

Mexico's Parallel Beneficial Ownership Rules

Here is where it gets interesting — and where most advisors stop short. Mexico has its own beneficial ownership reporting regime under the 2026 AML reform amendments. Under these rules:

• Notarios must identify and report the beneficial owners of entities involved in real estate transactions
• A 25% ownership threshold (same as the CTA) defines who qualifies as a beneficial owner
• Fideicomiso structures require disclosure of both the trustee bank and the beneficiaries
• Foreign entities that are fideicomiso beneficiaries may need to provide additional documentation about their ownership structure

The practical implication: if your LLC is the fideicomiso beneficiary, both the US (through the CTA) and Mexico (through its AML rules) may require disclosure of the same beneficial ownership information, through separate systems, to separate government agencies.

This is not double taxation — it is double compliance. Work with a cross-border attorney who understands both regimes. The filings are different, the deadlines are different, and the penalties are different. But the underlying information is the same.

Common Mistakes Cabo LLC Owners Make

• "My LLC does not do business in the US, so it does not apply." Wrong. The CTA applies to all entities formed in the US, regardless of where they conduct business or hold assets. An LLC formed in Wyoming that owns nothing but a Mexican fideicomiso interest is still a reporting company
• "My CPA or registered agent will handle it." Maybe. Many registered agent services now offer BOI filing as an add-on. But the obligation is on the company and its beneficial owners, not on any third party. Verify that the filing was actually made
• "I filed once, so I am done." Not necessarily. You must file updates within 30 days of any change to beneficial ownership information — a new address, a new ID document, a change in ownership, or a change in control. If you move, update your BOI report within 30 days
• "My LLC is managed by a trust, so it is exempt." No. Trusts are not a category of exempt entity under the CTA. The trustee is reported as the beneficial owner. The trust itself may have a separate filing obligation if it was created by filing with a state office (some statutory trusts are)
• "Nobody is enforcing this." The court challenges created confusion, but FinCEN has been clear about its enforcement intentions. The penalties ($500/day) accumulate quickly. Do not assume non-enforcement will continue

Action Steps for Cabo LLC Owners

1. Determine if your LLC is a reporting company. If it was formed by filing with a US state and does not qualify for one of the 23 exemptions, it is. Most Cabo-purpose LLCs are
2. Check whether you have already filed. If you formed the LLC through an attorney or registered agent, ask whether they filed the BOI report on your behalf. Get written confirmation
3. File if you have not. The filing is free and takes 15–30 minutes at FinCEN's BOI portal. Have your passport or driver's license, your LLC's EIN, and its formation state ready
4. Set up a change-tracking system. Any change in beneficial ownership, address, or identification documents triggers a 30-day update obligation. Calendar it
5. Review your Mexico-side compliance. Ask your Mexican attorney whether your fideicomiso structure requires beneficial ownership disclosure under the 2026 AML amendments. If your LLC is the beneficiary, the answer is likely yes
6. Consider a FinCEN Identifier. If you have or plan to form multiple LLCs, getting a FinCEN Identifier simplifies future filings

The CTA is not going away. It is the first federal beneficial ownership reporting requirement in US history, and it reflects a global trend toward transparency. Cross-border estate planners are already incorporating CTA compliance into their Cabo property structuring advice. If yours is not, it is time for a new advisor.