Foreign Importer of Record: A US LLC Answers Only One of Three Tests

Key takeaways

• Forming a US company answers one of the three things the definition asks. In Executive Order 14411, signed June 3, 2026, a "U.S. IOR" is, for an entity, one that "is organized under the laws of the United States, is located in the United States, and has at all times controlling beneficial owner(s) who are United States citizens or lawful permanent residents" — a Delaware or Wyoming LLC settles the first clause and only the first clause. The other two are separate questions, about where the business actually operates and who ultimately controls it. The same sentence also carries a separate real-property alternative, which we take apart below rather than resolve.
• The mirror definition is joined by "or," and that's the part that decides your class. A "foreign IOR" is an IOR that does not meet that definition — "is not organized under the laws of the United States, not located in the United States, does not have at all times controlling beneficial owner(s) who are United States citizens or lawful permanent residents, or does not own a significant amount of real property in the United States, as determined by the Secretary." Read as written, one missing element is enough — though that same list is worded in a way that doesn't sit cleanly against the definition above, which is one of the places this text isn't settled. And "at all times" describes a condition you hold, not a box you tick once.
• What the label costs, in the order's own words. A foreign IOR is to be prohibited from filing informal entry; may not rely on a continuous bond for formal entry except where it has demonstrated to CBP that "the revenue would be fully protected"; and must be validated in CTPAT "if determined by CBP to be eligible, or use a CTPAT validated and licensed customs broker to file entries with CBP." That last clause quietly narrows who you're allowed to hire.
• Those two subsections carry no deadline — which is the opposite of reassuring. Sections 2(b) and 2(c) say the Secretary "shall promptly issue, amend, modify, or rescind" the relevant rules. The 90-day and 180-day clocks that summaries attach to the foreign-IOR restrictions belong to other sections of this order. As of August 1, 2026, we found no published rule implementing 2(b) or 2(c) — so the timing is genuinely open, not scheduled for September.
• No address product fixes this. Ours included. The order sets a floor for "located in the United States" that includes "a physical presence where significant business activity is conducted in the United States", and says the guidance to come "shall prioritize preventing entities from using shell companies, sham transactions, or artificial corporate or organizational structuring in an attempt to qualify as a U.S. IOR." We help founders get US business addresses through a partner. This is not what they do.

What changed: on June 3, 2026, an executive order defined "foreign importer of record"

In customs practice, "importer of record" (IOR) is a role — the party named on an entry as legally responsible for the declaration and the duty. Which party that is decides more than compliance; it also decides where money goes back to, a sequence we took apart in our brief on who gets the tariff refund. Executive Order 14411, Strengthening Customs Enforcement, signed June 3, 2026 and published in the Federal Register on June 10, 2026 (91 FR 35125), now splits that role into two defined classes — and a US-formed LLC owned from abroad can land on the foreign importer of record side of the line.

Here is the first definition, in full, because the whole brief turns on its punctuation:

"The term 'U.S. IOR' means an IOR that, in the case of an individual, is a United States citizen or a lawful permanent resident, and in the case of an entity, is organized under the laws of the United States, is located in the United States, and has at all times controlling beneficial owner(s) who are United States citizens or lawful permanent residents; or, in the case of an entity, owns a significant amount of real property in the United States, as determined by the Secretary."

And the mirror:

"The term 'foreign IOR' means an IOR that does not meet the definition of 'U.S. IOR'—in the case of an individual, is not a United States citizen or a lawful permanent resident, and in the case of an entity, is not organized under the laws of the United States, not located in the United States, does not have at all times controlling beneficial owner(s) who are United States citizens or lawful permanent residents, or does not own a significant amount of real property in the United States, as determined by the Secretary."

One clarification before anything else, because it changes how you should read the rest: this order does not itself amend a regulation. It directs the Secretary of Homeland Security to do that: Sections 2(b) and 2(c) put the amending in the Secretary's hands, instructing that official to "issue, amend, modify, or rescind any relevant regulation, policy, or guidance." Section 12(b) then routes the whole thing through notice-and-comment — "This order shall be implemented consistent with applicable law, including the Administrative Procedure Act, and subject to the availability of appropriations" — and Section 12(c) adds that the order "is not intended to, and does not, create any right or benefit, substantive or procedural, enforceable at law or in equity by any party against the United States…"

So the honest description of today is: a definition has been written, consequences have been attached to it, and the machinery that turns those into enforceable rules has been instructed to move. What that machinery publishes is what you'll eventually have to comply with. What the definition says is what you can plan around now.

A US LLC answers one of the three tests in that definition

Take the entity half of the U.S. IOR definition and count the conjunctions. As quoted above, an entity is a U.S. IOR when it:

1. is organized under the laws of the United States, and
2. is located in the United States, and
3. has at all times controlling beneficial owner(s) who are United States citizens or lawful permanent residents.

Three conditions, joined by "and." Incorporating in Delaware, forming an LLC in Wyoming, registering a corporation in any state — that is element one, and only element one. It is a fact about paperwork filed with a state, and it says nothing about elements two and three, which are facts about where the business runs and who ultimately controls it.

That is the whole insight of this brief, and it is easy to miss, because the founder shorthand for element one is "I have a US company." In this definition, having a US company is the first of three answers.

Two details in the wording are worth slowing down for.

"At all times." Element three is not a condition you satisfy at formation and forget. It is phrased as continuous — the entity "has at all times controlling beneficial owner(s) who are United States citizens or lawful permanent residents" — so a cap-table change, a new investor with control rights, or a co-founder's change in status is, on the text, an event that bears on the classification and not merely on a disclosure. Wording like that rewards keeping the record straight in real time rather than reconstructing it later.

No percentage appears in the passage quoted above. What makes an owner "controlling" is not answered by a number in the sentences we're quoting, and we're not going to import one from a different regime that happens to use similar words. Where thresholds and edge cases land is a question for the guidance and rulemaking this order sets in motion.

Now the clause we are deliberately not going to adjudicate for you. The definition ends with "; or, in the case of an entity, owns a significant amount of real property in the United States, as determined by the Secretary." In Section 10(a) that reads like an alternative route. In Section 10(b), the same element appears inside an "or" list of ways to fail. How far that clause reaches — what exactly it substitutes for — is not settled by the words alone, and the order attaches "as determined by the Secretary" to it. Anyone telling you confidently that owning US real estate is the workaround is reading past that phrase. What we can say from the text: Section 10(b) defines the foreign class as an IOR that does not meet the U.S. IOR definition, and lists the failures with "or" between them.

Note also what the order declines to put numbers on: "a significant amount of real property", "sufficient tangible assets", "significant business activity" — each is qualified either by "as determined by the Secretary" or by the further-guidance sentence in the next subsection. If you see a dollar figure or a square-footage threshold quoted for any of them, ask where it came from.

"Located in the United States" already has a floor written into the order

Element two is the one the order says the most about, and it is the one most likely to catch a founder who has done everything else right. Section 10(c):

"For purposes of the definitions of 'U.S. IOR' and 'foreign IOR,' the Secretary shall provide further guidance concerning the meaning of the term 'located in the United States,' and such guidance shall prioritize preventing entities from using shell companies, sham transactions, or artificial corporate or organizational structuring in an attempt to qualify as a U.S. IOR."

Two things follow. First, further guidance on this term is expressly promised — so treat today's reading as a floor rather than a finished picture. Second, the order states what that guidance is for, and the purpose is anti-structuring. When an instrument tells you in advance what its own guidance is meant to prevent, that is the most reliable signal you will get about how close cases get resolved.

Then the floor itself, which is in the text now:

"At a minimum, to be 'located in the United States' an entity must have: (i) its principal place of business in the United States; (ii) a physical presence where significant business activity is conducted in the United States; and (iii) sufficient tangible assets located in the United States, taking into account the size and scale of the overall operations of the company and whether the entity is an instrumentality of a foreign manufacturer without a substantial United States presence."

Three more elements, again joined by "and," and again each one a fact about operations rather than filings. Principal place of business. Physical presence where significant business activity is conducted. Sufficient tangible assets, sized against the scale of the whole company.

We should be blunt about what this means for our own category, because the alternative is selling you something that doesn't exist: a mailing address, a registered agent address, or a virtual office does not make an entity "located in the United States" under this text. Clause (ii) asks for a physical presence where significant business activity is conducted, and the sentence before it says the coming guidance will prioritize preventing exactly the kind of structuring that tries to satisfy a locational test on paper. If you take one sentence from this brief into a conversation with an advisor, take that one.

Who this actually catches

US Customs and Border Protection (CBP) gives a broader answer to "who is affected" than the headline suggests. On its Strengthening Customs Enforcement page (FAQ updated 6/18/2026), it says the requirements reach "Importers of Record (IORs), both foreign and domestic, and any individuals or entities conducting customs business related to the importation of goods into the United States." Parts of this order apply to every importer of record; the extra restrictions are what attach to the foreign class.

Read the definition against the ways founders actually structure things, and these are the profiles the text puts in play:

• The non-resident-owned US LLC. Organized in a US state, run from abroad, owned by founders who are neither citizens nor lawful permanent residents. Element one: yes. Elements two and three: not on those facts. This is the profile the brief is named after, and it is a common structure among ecommerce and consumer-brand sellers.
• The US subsidiary of a foreign parent. Organized here, possibly located here, but the controlling beneficial owner element looks through to who controls it. The tangible-assets clause even names a version of this scenario — "whether the entity is an instrumentality of a foreign manufacturer without a substantial United States presence."
• The founder living in the US on a visa. The text asks for controlling beneficial owners who are "United States citizens or lawful permanent residents" — and a founder physically in the United States on a work visa is neither of those two things. On the words as written, that matters, and it is the case founders are least likely to have considered, because it doesn't feel foreign from the inside.
• The individual importing under their own name. The individual prong is short: a U.S. IOR, in the case of an individual, "is a United States citizen or a lawful permanent resident" — so a sole proprietor abroad importing in their own name falls on the other side of that line without any entity analysis at all.
• Anyone whose ownership changed mid-year. "At all times" is doing work in that sentence.

If you're in the first or second group, two adjacent regimes already ask you versions of the same questions, and it's worth noticing that the answers are now being collected in more than one place: the beneficial-ownership check a bank runs when a foreign-owned entity opens a US account (our brief on beneficial-ownership checks at US banks), and the reporting a foreign-owned US LLC owes the IRS (our brief on the Form 5472 penalty). Different agencies, overlapping facts. Inconsistency between them is a self-inflicted problem.

CBP's stated reason for treating the classes differently is worth reading in its own words rather than in paraphrase. Asked why foreign importers will face restrictions, its FAQ answers: "This change is needed to mitigate the inherent risks posed by foreign importers, particularly when assets, operations, and key individuals are located outside the United States." The order makes the same argument at greater length: "The United States faces substantial barriers when seeking to enforce U.S. customs and trade laws against foreign actors like foreign IORs, particularly when assets, operations, and key individuals are located overseas."

Notice the logic. That is a collectability argument, not an accusation. The question the definition is really asking is: if something goes wrong, is there anything here to reach?

What Sections 2(b) and 2(c) attach to the foreign class

Three consequences are directed in those two subsections. Each is an instruction to the Secretary, and each is worth reading with its qualifiers intact.

1. Informal entry is to be prohibited. Section 2(b)(i) directs the Secretary to "prohibit a foreign IOR from filing informal entry under regulations promulgated pursuant to 19 U.S.C. 1498." The White House fact sheet describes the intended end state more bluntly, listing among the order's actions "authorizing only U.S. IORs to file informal entry".

The order's stated reason names the shipments involved: "These prohibitions for informal entry are necessary for foreign IORs importing low-value articles because such IORs are not similarly situated to U.S. IORs." Low-value articles. If your business is many small shipments rather than a few large ones, that is the sentence in this order that is about you — and it lands in the same year the low-value lane was rebuilt from the ground up, which we covered in our brief on the end of de minimis and the new postal entry process.

2. Continuous bonds become conditional rather than assumed. Section 2(c)(i)(1) directs that a foreign IOR "may not rely on a continuous bond to meet the bond requirements for entry, except as permitted by CBP when the foreign IOR has demonstrated that the revenue would be fully protected and that compliance with the laws, regulations, and instructions enforced by CBP would be assured."

Read the exception, because it is half the sentence. This is not a flat ban on the standing bond arrangement importers typically keep on file rather than bonding shipment by shipment; it re-characterizes it as something a foreign IOR has to earn by demonstration. What that demonstration consists of is not spelled out in the text quoted here — which is exactly the kind of detail rulemaking has to supply.

3. CTPAT — or a CTPAT-validated broker. Section 2(c)(i)(2) directs that a foreign IOR "be validated in CBP's Customs Trade Partnership Against Terrorism (CTPAT), if determined by CBP to be eligible, or use a CTPAT validated and licensed customs broker to file entries with CBP."

This is the consequence with the longest practical reach and the least attention. Look at what the "or" does: for a small importer unlikely to pursue its own CTPAT validation, the operative half of the sentence is the second one. Your customs broker's own CTPAT status becomes a condition of filing your entries. That turns a supply-chain security program most founders have never thought about into a vendor selection criterion — a question to ask the broker you already use, or the one a freight forwarder assigned you, long before it becomes urgent.

What applies to every importer of record — including the workaround you're about to think of

Before you conclude that the answer is simply to have someone else be the importer of record, read Section 2(d). It requires all IORs to maintain "good standing" with CBP, defined "based on the IOR's and its affiliates' history of compliance with U.S. customs and trade laws and regulations and payment of required customs liabilities, among other relevant considerations." Then:

"IORs not in 'good standing' with CBP shall not be allowed to import into the United States or otherwise conduct activities directly related to the importation of goods, including designating a customs broker to act as IOR on their behalf."

That sentence is about good standing rather than about the foreign/US split — they are different tests and we're not going to blur them. But it tells you how this order treats the designate-someone-else move: as an activity that can itself be withdrawn. It is not a door that stays open independently of your own standing.

Section 2(a) then directs, on its own timeline, a revision of importer eligibility rules that includes "requiring that an IOR maintain at all times a minimum level of tangible domestic assets, bonding, or both", along with "increasing the minimum required bond coverage for an IOR". And the disclosure item is the one to circle:

"requiring that an IOR provide to CBP additional data and identification information, including anticipated import volumes, year organized, ownership and beneficial ownership disclosures, business affiliation disclosures, and domestic asset disclosures, and any other data that CBP deems necessary."

Put that next to Section 10. The classification turns on ownership, location, and assets — and here CBP is directed to begin collecting ownership, beneficial ownership, affiliation, and domestic asset disclosures, plus "year organized." The data that decides which class you are in is the data the same order tells the agency to gather. That isn't a coincidence to plan against; it's the design.

Sections 2(b) and 2(c) have no deadline

The two directives that decide what a foreign IOR may do — the informal-entry prohibition and the formal-entry conditions — are the two this order declined to put a date on. Sections 2(b) and 2(c) both use the word "promptly," with no date attached. The dated clocks in this order live in other sections.

That distinction is worth carrying into anything else you read about this order. A roundup that describes the reforms as rolling out "over 45, 90 and 180 days" is describing those other sections; it isn't telling you when the foreign-IOR restrictions land, because the order doesn't say.

Here is the deadline language section by section, as the order words it. The last column is our own arithmetic from the June 3, 2026 signing date, not a date CBP has published:

Two fair caveats. Whether a reader treats subsections (b) and (c) as sitting under the 180-day instruction that opens Section 2 is a question about how you read the section's structure; what those subsections say about their own timing is "promptly." And the arithmetic in the last column is ours — we counted days from the signing date, and the order publishes no calendar date for any of these.

"No deadline" is not relief. "Promptly" has no floor under it: it can arrive before September, or after November, or in pieces. The White House's own fact sheet says the reforms "will not take effect immediately" and that DHS and CBP "will engage with relevant stakeholders through the standard rulemaking process, meaning affected parties will have a meaningful opportunity to adjust operations, if needed." That describes a process, not a date — and a process you can watch is exactly what you get instead of a deadline. The two directives with the largest effect on a small non-resident-owned importer are the two this order declined to schedule. If you were waiting for a date before asking your broker about CTPAT status and bond structure, there is no date to wait for.

As of August 1, 2026: what's in the record, and what isn't

Here is the state of play on the day we published this, stated as what we found rather than as what exists.

Searching Federal Register documents dated on or after June 3, 2026 for "importer of record," we found nine (one of them scheduled for publication a few days after this brief). None of them implements Section 2(b) or Section 2(c). The only rule in that set is the June 24, 2026 indefinite suspension of the de minimis exemption for mail shipments and the new postal informal entry process — a separate matter with its own history, though it happens to land in the same low-value lane.

CBP's hub page for this order carries a Last Modified date of July 27, 2026, and the CSMS messages it lists about importers of record concern a different subsection of this same order: the automatic deactivation of importer numbers that have gone a year without a filed entry, which CBP says it has already applied to "approximately 4.8 million" accounts and which we take apart in our brief on importer of record deactivation. That is worth registering before you read "no rule yet" as "nothing is happening": the registry half of this order is already running.

So, precisely: as of August 1, 2026, we found no published rule implementing Sections 2(b) or 2(c). We are not claiming that nothing is happening — agencies draft before they publish, and Section 12(b) commits this to a process, including the Administrative Procedure Act, that produces documents at its own pace. What we're telling you is what a reader could verify on this date, and where to check it: the CBP hub page is the page that changes when this moves.

What to do now

None of this is urgent in the "file something this week" sense. All of it is cheap to establish now and expensive to establish under a deadline.

1. Establish which class you're in, on the text. Run your entity through the three elements: organized in the US, located in the US against the Section 10(c) floor, controlling beneficial owners who are US citizens or lawful permanent residents at all times. Write down the answer and the facts behind it. (If you also want to know whether your importer number is currently usable at all, that's a different check with a different failure mode — the deactivation brief linked above is the one for that.)

2. Ask your broker two questions. Is the brokerage CTPAT validated? And how would our bond be structured if a continuous bond were not available to us by default? Both are answerable today, and both take time to change if the answers are wrong for you.

3. Reconcile the ownership story across your filings. Ownership and beneficial ownership disclosures are named in Section 2(a)(iii). Whatever you have told a bank, the IRS, and a state should be the same story, told the same way, before a fourth agency asks.

4. Reassess if your model depends on many small shipments. The informal entry directive is aimed at "foreign IORs importing low-value articles." If that is your volume profile, the thing worth modeling is what your economics look like if those shipments have to move as formal entries under a US importer of record that isn't you — and what the commercial terms of that arrangement would be.

5. Watch one page rather than the news cycle. CBP's hub page for this order carries a Last Modified date. That date changing is a better signal than a headline, and checking it costs thirty seconds a month.

6. Don't restructure on a guess. The reach of the real-property clause, the meaning of "significant" and "sufficient," and the shape of the bond demonstration are all reserved to guidance or to the Secretary in the text itself. Rebuilding an ownership chain to satisfy a test whose contours are expressly unfinished is how founders create a second problem while solving the first.

What an address does here — and what it can't do

On the US side we work with a partner that provides business addresses, so let's be exact about where that fits, because the temptation to oversell it is obvious.

It does not change your classification. "Located in the United States" has a floor in this order that includes "a physical presence where significant business activity is conducted in the United States", and the guidance to come is directed to prioritize "preventing entities from using shell companies, sham transactions, or artificial corporate or organizational structuring in an attempt to qualify as a U.S. IOR." An address is not significant business activity. Nobody's is. Any service suggesting otherwise is describing a product that would fail the test this order was written to state.

What a stable business address actually does is smaller and genuinely useful: it keeps the records a government system checks in agreement with one another, and it keeps you reachable. Section 2(a)(iii) points at a near future in which CBP asks importers for more identification data, more ownership detail, and more affiliation detail than it does today. If your state filing, your bank record, your tax filings, and your customs record show three different addresses and two different descriptions of who runs the business, that inconsistency becomes visible in a way it currently isn't — not because an address confers status, but because mismatched records are the first thing a data-collection regime surfaces.

On the US side, our partner save office runs that service; Auteur doesn't operate the US service directly. If your records currently point at a home address, an old address, or three different addresses at once, set up a US business address through our partner — for the boring reason, which is consistency and reachability, not classification.

This is general information about a customs and trade development for founders, current as of August 1, 2026 — not legal, tax, or customs advice. This order directs rulemaking that had not been published when we checked, and what CBP ultimately issues may differ from what the order directs; confirm your own situation with US Customs and Border Protection, a licensed customs broker, or counsel before acting on it.

FAQ

Can a foreign company be an importer of record? The category exists in this order's own vocabulary — "foreign IOR" is a defined term — and the approach EO 14411 takes toward it is restriction rather than a general prohibition. What it directs is heightened treatment: the White House fact sheet lists "subjecting foreign IORs to heightened requirements for formal entry" alongside "authorizing only U.S. IORs to file informal entry". So the shape of it is that formal entry becomes conditional — no reliance on a continuous bond absent a demonstration to CBP, plus CTPAT validation or a CTPAT-validated broker — while informal entry is directed to be closed to foreign IORs. The order also situates this internationally: per the fact sheet, "the current practice of most foreign countries is to either prohibit foreign entities or persons from serving as the IOR or generally require that foreign importers partner with verified domestic parties." As of August 1, 2026, we found no published rule implementing those two directives.

Is a US LLC owned by a non-resident a foreign importer of record? Not automatically — and not automatically safe, either. Being organized in a US state answers one of the three elements in the U.S. IOR definition. The other two ask whether the entity "is located in the United States" — which the order floors at principal place of business, physical presence with significant business activity, and sufficient tangible assets — and whether it "has at all times controlling beneficial owner(s) who are United States citizens or lawful permanent residents." A US LLC owned and operated from abroad does not meet those on its face, and Section 10(b) defines the foreign class with "or" between the failure conditions. The useful way to read your own position is to run all three elements rather than stopping at the certificate of formation.

When do the foreign importer of record restrictions take effect? There is no date in the text for them. Sections 2(b) and 2(c) — the informal entry prohibition, the continuous bond restriction, and the CTPAT requirement — direct the Secretary to act "promptly." The 90-day and 180-day deadlines in this order belong to other sections, so a September date attached to the foreign-IOR restrictions is a date borrowed from somewhere else. And because the order is implemented "consistent with applicable law, including the Administrative Procedure Act," the operative rules will be whatever DHS and CBP actually publish. As of August 1, 2026, we found no such publication for these two subsections.

Does a US business address make my company "located in the United States"? No — and this is the one place where our commercial interest and the text point in opposite directions, so take the text. The order's minimum for "located in the United States" includes "a physical presence where significant business activity is conducted in the United States" and "sufficient tangible assets located in the United States," and it directs that the forthcoming guidance "shall prioritize preventing entities from using shell companies, sham transactions, or artificial corporate or organizational structuring in an attempt to qualify as a U.S. IOR." An address service — ours or anyone's — is a records and mail function. It is worth having for consistency and reachability; it is not a locational qualification.

Bottom line

"I have a US company" is one answer to a three-part question. EO 14411 defines a U.S. IOR entity as one organized under US law and located in the United States and with controlling beneficial owners who are US citizens or lawful permanent residents at all times — and defines the foreign class by failure of any of those. A Delaware LLC run from abroad by non-resident founders satisfies the first clause and, on those facts, not the other two. That is a classification arrived at by definition rather than by application, which is why most founders in that position haven't noticed it happened.

What follows from it is specific: informal entry directed to be closed, continuous bonds available only on a demonstration to CBP, and CTPAT validation or a CTPAT-validated broker as a condition of filing entries. The one with the shortest path to your desk is the last, because it is a question about a vendor you already have.

And the timing is not scheduled. Sections 2(b) and 2(c) carry no deadline — they say "promptly." As of August 1, 2026, we found no published rule implementing them, which makes the honest posture neither "this is already law" nor "this starts in September," but this is defined, undated, and moving through a rulemaking process you can watch. The two places to watch are the Federal Register and CBP's own hub page for this order.

The one thing worth doing before any of that lands is the least dramatic: know which class the text puts you in, and make sure every record a government agency holds about your business tells the same story. When an order directs an agency to start collecting ownership, affiliation, and asset disclosures, the businesses that struggle are rarely the ones with the wrong answer. They're the ones with three different answers on file.