A foreign national holding US real property through a Delaware LLC (a limited liability company registered in Delaware) now faces a significantly tightened disclosure environment. Over the past 18 months, federal and state-level measures have converged to impose new transparency requirements on non-US persons acquiring, holding, or transferring property across large parts of the country. The risk of non-compliance is no longer theoretical – sanctions, forced divestiture orders, and federal court proceedings are active enforcement tools.
Recent US real estate regulation changes require foreign property owners and foreign-controlled entities to disclose beneficial ownership details to federal authorities at the point of conveyancing and on an ongoing basis. The rules affect all-cash residential transactions above specified thresholds in designated metropolitan areas, as well as agricultural and sensitive-sector land purchases nationwide. The primary compliance deadline for existing holders in many affected categories fell in early 2025, with rolling deadlines continuing through 2026.
This alert outlines the core regulatory changes, identifies who is directly affected, and sets out the immediate actions international owners and investors should take now.
What changed – the regulatory developments and effective dates
Two distinct but reinforcing bodies of regulation now govern foreign real estate ownership in the United States.
The first is the expanded geographic targeting order regime administered by the Financial Crimes Enforcement Network, a bureau of the US Treasury. The programme – which targets all-cash residential property purchases – has been broadened from a handful of cities to a near-nationwide roll-out. As of early 2025, the obligation to file beneficial ownership reports applies to residential purchases above a defined dollar threshold in a very large proportion of US counties. Title deed transfers completed without proper filings are flagged for investigation. The conveyancing process now requires attorneys and title companies to identify and report the true beneficial owner behind any purchasing entity.
The second body of regulation stems from investment legislation targeting foreign acquisition of agricultural land and properties near military installations. This regime, enforced through the Committee on Foreign Investment in the United States (CFIUS), was substantially extended in scope. Mandatory pre-acquisition filings now cover a broader range of land categories. Several states have independently enacted parallel restrictions – most notably targeting nationals of certain foreign countries – covering farmland, residential property near critical infrastructure, and commercial real estate above set acreage or value thresholds.
Separately, corporate legislation relating to beneficial ownership reporting – specifically the Corporate Transparency Act regime – came into force in 2024 and directly affects foreign-controlled entities holding US real estate. Entities including Delaware LLCs and other single-purpose vehicles used for property transfer are required to file detailed beneficial ownership information. Courts in the United States have seen significant litigation over the scope of these obligations, and the US District Court system has issued rulings that temporarily paused enforcement for domestic entities. Foreign-owned entities, however, have remained subject to the reporting obligation throughout.
The combined effect is clear: the informal practice of holding US property through opaque structures is no longer viable. Due diligence on title and ownership has become a federal compliance matter, not merely a conveyancing formality.
To receive an expert assessment of your US real estate holdings and disclosure obligations, contact us at info@ferrazwhitmore.com.
Who is affected – threshold criteria and business categories
The regulatory changes affect a broad range of foreign persons and entities. The key categories are as follows.
Foreign individuals holding residential property directly. Any non-US person who owns residential real estate in a designated area through an all-cash purchase – meaning no mortgage financing was used – is within scope. The threshold values vary by county, but the majority of major metropolitan markets are now designated. A property transfer in these areas triggers a reporting obligation on the part of the title company or attorney handling the transaction.
Foreign-controlled entities holding any US real property. A Delaware LLC, a foreign limited partnership, a trust with foreign beneficiaries. Alternatively. Any other entity in which a non-US person holds a controlling or significant ownership stake must file beneficial ownership information with federal authorities. This includes entities that were formed years ago and have held property since before the current rules took effect. Retroactive filings are required.
Agricultural and sensitive-sector land purchasers. Foreign nationals and foreign-government-linked entities face the most stringent restrictions on agricultural land acquisitions. Pre-acquisition CFIUS filings are mandatory for transactions above defined acreage thresholds. Several states impose outright prohibitions on purchases by nationals of designated countries. Non-compliance – including completing a land register transfer without clearance – can result in divestiture orders.
Institutional investors with indirect US real estate exposure. Foreign institutional investors holding interests in US real estate investment vehicles – including funds and joint ventures with US real estate assets – are also caught. The SEC (Securities and Exchange Commission) has separately issued guidance on disclosure obligations for foreign holders of interests in publicly registered real estate entities.
The compliance deadline for initial beneficial ownership filings for entities in existence before January 2024 has passed for most categories. Entities formed after that date have a shorter filing window – typically 30 days from formation. Ongoing annual reporting obligations now apply to all in-scope entities. Failure to file exposes responsible persons to civil penalties and, in egregious cases, criminal liability under federal law.
For a tailored review of how US tax legislation interacts with your property ownership structure, see our analysis of tax law in the United States.
What to do now – immediate actions for international property owners
Foreign property owners and foreign-controlled entities with US real estate exposure should take the following steps without delay.
- Audit your ownership structure. Identify every US property held directly or indirectly by a foreign person or foreign-controlled entity. Map the full ownership chain, including intermediate holding vehicles such as Delaware LLCs, trusts, and partnerships. Confirm whether each entity has an active beneficial ownership filing on record.
- File or update beneficial ownership reports immediately. If a required filing has not been submitted – or if ownership has changed since an initial filing – remediate without delay. Late filings are possible in most cases, but the longer the gap, the greater the enforcement risk. An attorney experienced in US real estate law and federal compliance should oversee each filing.
- Conduct fresh due diligence on agricultural and sensitive land holdings. If your portfolio includes agricultural land or property near a military installation, obtain advice on whether a retroactive CFIUS filing or state-level notification is required. The land register entry alone does not protect a foreign owner from a divestiture order if the acquisition was not properly cleared.
- Review pending acquisitions against current federal and state restrictions. Any property transfer currently in negotiation or under contract should be re-assessed in light of the expanded CFIUS rules and state-level prohibitions. This applies particularly to buyers from countries subject to enhanced scrutiny. Counsel should advise on whether a mandatory pre-closing filing is required before the title deed changes hands.
- Assess dispute resolution provisions in existing agreements. Where disputes arise over compliance obligations or forced divestiture, the available forums include federal courts and, where agreed, private arbitration before bodies such as JAMS (Judicial Arbitration and Mediation Services) or the AAA (American Arbitration Association). Review existing purchase agreements, joint venture documents, and fund subscription agreements for the applicable dispute resolution clause.
International owners with holdings in multiple jurisdictions should also consider how US regulatory changes interact with their broader structuring. Parallel reporting obligations in other markets may be triggered by the same ownership changes that drive US filings. Our alert on real estate regulation changes in Brazil covers comparable developments in the Latin American context.
For a comprehensive review of your US real estate holdings and a compliance strategy tailored to your ownership structure. Visit our real estate legal services in the United States page or contact us directly at info@ferrazwhitmore.com.
About Ferraz & Whitmore
Ferraz & Whitmore is an international law firm based in Lisbon, advising clients on real estate transactions, ownership structuring, and regulatory compliance across 46 jurisdictions. Our team combines English common law expertise with a deep understanding of civil law systems to support foreign property owners managing US real estate obligations. We advise international entrepreneurs, institutional investors, and in-house legal teams who require clear, cross-border counsel on conveyancing, title deed integrity, due diligence, and property transfer in complex regulatory environments. Engaging a lawyer in the United States with cross-border experience is essential when federal disclosure obligations and state-level restrictions converge on the same portfolio. As an international law firm working across the United States and Europe, Ferraz & Whitmore helps clients assess exposure, file required reports, and structure ownership appropriately. To discuss your situation and immediate compliance priorities, contact us at info@ferrazwhitmore.com.
Disclaimer: This publication is provided for informational purposes only and does not constitute legal advice. The information herein should not be relied upon as a substitute for professional legal counsel tailored to your specific circumstances. Ferraz & Whitmore assumes no liability for actions taken or not taken based on the contents of this material. For advice regarding your particular situation, please contact info@ferrazwhitmore.com.