Who Can Be the Importer of Record in the United States? 2026 Rules for Foreign Companies, LLCs, and Related Parties

By Ruta Riley, Founding Partner, One Lex Partners LLC. Published September 14, 2026. This article is general information, not legal advice. The right answer for any importer depends on its specific facts.

Only three kinds of parties can serve as the importer of record for goods entering the United States: the owner of the merchandise, the purchaser of the merchandise, or a licensed customs broker designated by the owner, purchaser, or consignee. 19 U.S.C. § 1484(a)(2)(B). A foreign company can qualify. A newly formed LLC can qualify. A U.S. parent company generally cannot make entry for goods its subsidiary purchased. This article explains the rules and why the importer of record question now matters to many importers that never had to ask it.

Why this question matters now

For years, most low-value e-commerce shipments entered the United States duty free under the de minimis exemption (Section 321), with no formal entry and no required importer of record designation. Duty-free de minimis treatment was suspended for all countries effective August 29, 2025 under Executive Order 14324, CBP has since codified an indefinite suspension in its regulations, and Congress has terminated the exemption by statute effective July 1, 2027. Every shipment now requires an entry, and every entry requires a party legally qualified to make it.

At the same time, the tariff stack on many products is the highest it has been in decades. The importer of record is the party CBP bills for those duties and the party it pursues when something is wrong, and now CBP is monitoring who is the filer. In the first months after the exemption ended, the agency reported collecting over one billion dollars in duties on low-value shipments alone. And beginning September 18, 2026, CBP will start voiding importer of record numbers whose registration data does not meet the requirements.

What the importer of record actually takes on

The importer of record is the party that makes entry, declares the tariff classification, customs value, and country of origin, and must do all of it using reasonable care. 19 U.S.C. § 1484(a)(1). It is liable for the duties, taxes, and fees on the entry, including bills that arrive after liquidation, long after the goods have been sold. 19 C.F.R. § 141.1.

The exposure does not stop at duties. Material false statements or material omissions in connection with an entry draw civil penalties under 19 U.S.C. § 1592 (in three tiers of culpability, from negligence to fraud), and the statute applies whether or not the government actually lost revenue. It also reaches any person who aids or abets a violation, which is how individuals and related companies end up in penalty cases alongside the entity on the entry. Hiring a customs broker does not transfer any of this. The broker files as the importer’s agent. The importer of record is responsible for the entry.

The right to make entry: owner, purchaser, or broker

Section 1484 permits entry to be filed only by the owner or purchaser of the merchandise, or by a licensed customs broker appropriately designated by the owner, purchaser, or consignee. CBP’s interpretation of “owner” and “purchaser” is outlined in Customs Directive 3530-002A (June 27, 2001), which defines them as any party with a financial interest in the transaction, including the actual owner, the actual purchaser, a buying or selling agent, and parties who import on consignment, under loan or lease, for exhibition, or for repair, alteration, or further fabrication.

The directive also states the point of the rule: to prevent mere nominal consignees, other than licensed brokers, from filing entries. A carrier, freight forwarder, express consignment operator, or consolidator whose only connection to the goods is a bill of lading is a nominal consignee and cannot be the importer of record. CBP held exactly that for a freight forwarder in HQ 115110 (Nov. 2, 2000), and has applied the same rule since. In a ruling released in early 2024, the agency denied importer of record status to a logistics provider whose only claimed interest was a lien for unpaid charges, because its services ended when CBP released the goods.

The working test is whether the importing party has a financial interest in the goods being imported. HQ H007168 (Aug. 2, 2007). HQ H324098 (Jun 5, 2023). The interest can be less than title. In HQ 116344 (Jan. 25, 2005), a seller whose title and risk of loss passed to its U.S. customers before export still qualified, because it retained a security interest in the goods until it was paid. A custodial or purely contractual interest is not enough.

Can a foreign company be the importer of record?

Yes. A foreign company that owns or purchased the goods can serve as a non-resident importer of record with certain conditions. This arrangement is known as a foreign importer of record or an non-resident importer (NRI). A nonresident corporation may not enter merchandise for consumption unless it has a resident agent in the state of the port of entry, authorized to accept service of process, and a customs bond issued by a resident corporate surety. 19 C.F.R. § 141.18; 19 C.F.R. § 141.17. The statute makes the same point at the filing level: entry data must be certified by the importer of record or its agent, one of whom must be resident in the United States for service of process.

Before its first entry, a foreign importer must also establish an importer identity with CBP on CBP Form 5106 under 19 C.F.R. § 24.5, using an IRS employer identification number or a CBP-assigned number, and must execute a power of attorney that satisfies the special rules for nonresident principals. 19 C.F.R. §§ 141.36, 141.37. None of these steps are complicated. From a practical perspective, however, these days the NRI arrangement is facing more and more obstacles: sureties underwrite nonresident importers more cautiously, particularly where duty exposure is large and the principal has no U.S. assets. Brokers have become selective about foreign principals because they are the ones standing closest to a defaulted bill. And with the end of de minimis pushing a wave of foreign direct-to-consumer sellers into formal entry for the first time, CBP scrutiny of nonresident importers has intensified. Heavier requirements for foreign importer of record are also on the way under a June 2026 Executive Order, detailed below. 

New in 2026: CBP will void importer of record numbers with inaccurate Form 5106 data

On June 3, 2026, the President signed Executive Order 14411, Strengthening Customs Enforcement. CBP's first implementation step arrived on August 19, 2026, in a Federal Register notice announcing enhanced verification of importer identity data, 91 FR 53627. Beginning September 18, 2026, if CBP determines that the information on an importer's Form 5106 is inaccurate or incomplete, it will immediately void the importer of record number. A voided number is invalid for every purpose, including making entry, which means shipments stop until the number is reestablished. Notice of the voiding goes to the most recent email address on file, which is one more reason that address must be the importer's own.

The notice is specific about what CBP is checking: 

• The physical address must be the actual location of the business or individual. A registered agent's address, a customs broker's or freight forwarder's address, a P.O. box, or a business service center does not qualify. 

• The email address and phone number must belong to the importer, not to a broker or other third party. 

• A broker filing the form for a client must hold a power of attorney executed directly with the importer, not passed through a freight forwarder. 

• And the party certifying the form faces its own exposure for false information, including under 18 U.S.C. § 1001, with the notice also flagging False Claims Act liability because importer identity data is material to the obligation to pay duties.

These arrangements are not uncommon. For years, brokers and forwarders set up importer numbers for their clients using their own contact details, and new entities registered at a registered agent's address. Pursuant to the latest requirements, those records now fail. Every importer, and especially every nonresident importer, should pull its Form 5106 record and verify every field before September 18, 2026. The notice also states that CBP is revising importer eligibility regulations, guidance, and policies under the executive order, so we should expect additional developments. 

Coming next: new rules for foreign importers of record

The Form 5106 enforcement is only the first step under Executive Order 14411, which directs DHS to revise importer eligibility rules within 180 days, by late November 2026, and draws a new line between a U.S. importer of record and a foreign importer of record. Under the order's definitions, a U.S. IOR that is an entity must be organized under U.S. law, be located in the United States, and have controlling beneficial owners who are U.S. citizens or lawful permanent residents at all times, or own a significant amount of U.S. real property. Everything else is a foreign IOR. A Delaware LLC owned by a foreign parent or foreign individuals is a foreign IOR under the order, no matter where it is registered.

For foreign IORs, the order directs three specific restrictions: (1) a prohibition on filing informal entries; (2) a bar on relying on a continuous bond for formal entries unless the importer demonstrates to CBP that the revenue is fully protected; and (3) a requirement to be validated in CTPAT or to file through a CTPAT-validated customs broker. For all IORs, it directs minimum levels of tangible domestic assets or bonding, increased minimum bond coverage, expanded disclosures covering beneficial ownership, business affiliations, anticipated import volumes, and domestic assets, a good-standing requirement without which an importer cannot import or designate a broker at all, a purged and risk-tiered importer registry, and recurrent vetting of importers, their affiliates, brokers, and forwarders.

The order also closes the obvious workaround. An entity cannot qualify as located in the United States through a shell company or artificial corporate structuring. At minimum it needs a U.S. principal place of business, real operations here, and sufficient tangible U.S. assets. None of this is binding regulation yet. The directives must go through notice-and-comment rulemaking, and CBP has taken the first step with an advance notice of proposed rulemaking, comments due December 1, 2026. Companies importing through foreign entities, or through U.S. entities with foreign owners and little substance, should test their structure against these standards now.

Can a U.S. LLC with no operations be the importer of record?

We often receive this question. It has two elements: whether the LLC can lawfully be the importer of record, and whether the structure protects the parties involved. Often, we see that the usual set-up generally fails one of those elements. 

First, from a regulatory perspective, a newly formed LLC that genuinely purchases the goods, in its own name, for its own account, qualifies under section 1484. Low capitalization is not itself disqualifying. But an LLC inserted into the paperwork solely to hold the importer number, while another party negotiates, buys, owns, and resells the goods, is not the owner or purchaser of anything. It is a nominal party, and entries filed in its name are not compliant with the statute. 

Second, the structure does not shield anyone. If the LLC cannot pay its duty bill, CBP collects on the bond, the surety pursues reimbursement, and the agency starts looking at every affiliated party. Penalties reach further. Section 1592 applies to any person who makes or aids and abets a material false statement, including the individuals and companies behind the entity. An entity with no employees, no records, and no compliance function also cannot exercise the reasonable care the entry statute requires, which is itself a basis for penalties. And beginning September 18, 2026, the Form 5106 enforcement described above can void a shell importer's number on its registration data alone.

If you are already importing through a structure like this, the right move is to assess it before CBP does. Where entries were filed by a party without the right to make entry, or with valuation or origin errors, the penalty statute includes a prior disclosure mechanism that can substantially reduce exposure. That option narrows once an inquiry begins.

Related parties: the parent and subsidiary trap

The most common related-party assumption is that a parent can make entry for goods its subsidiaries buy, because it is all one company. CBP rejects that assumption. In HQ H080181 (Dec. 30, 2009), Gap, Inc. asked whether it could serve as importer of record for purchases made by its wholly owned subsidiaries. CBP said no. A parent and its subsidiary are separate legal entities, and stock ownership alone is not a financial interest in the subsidiary's import transactions. HQ 225357 (Dec. 22, 1994).

Gap had even signed an intercompany agreement obligating it to pay the duties, with month-end chargebacks to each subsidiary. CBP characterized the arrangement as an interest-free loan that created no interest in the goods. The ruling outlines a second issue that is easy to miss: paying duties for another entity is customs business under 19 U.S.C. § 1641, and an unlicensed entity cannot conduct customs business for someone else, even a wholly owned affiliate.

The analysis is case-by-case. A U.S. subsidiary earning a commission on sales of its foreign parent's goods was allowed to make entry for those goods in HQ 224015 (Nov. 18, 1992), because the commission gave it its own financial interest. The lesson for corporate groups is to make the importer of record the entity that actually purchases, align the purchase orders, invoices, and payment flows with that choice, and paper any intercompany role that is supposed to confer a financial interest before the first entry, not after a CBP inquiry. The choice also interacts with customs valuation, because related-party pricing has to be defended for the entity that appears on the entry.

DDP sales and importer of record services

Delivered Duty Paid (DDP) is a commercial term, not a customs status. Agreeing to sell DDP obligates the seller to its buyer to handle import clearance and duties. It does not, by itself, make the seller a lawful importer of record. A foreign seller on DDP terms either qualifies and registers as a nonresident importer, as described above, or designates a party that genuinely has the right to make entry.  

Choosing the importer of record

In most transactions more than one party could lawfully make entry, so the designation is a choice. The importer of record pays the duty bill, faces the penalty exposure, holds the bond, keeps the records, and controls the refund claims and protests that follow the entry. Whoever holds those rights controls whether overpaid tariffs come back. In a high-tariff environment, that alone can decide the question.

Whichever entity is chosen, the sales terms, the intercompany agreements, the bond, and the valuation position should all be structured around it.

Frequently asked questions

Can a foreign company be the importer of record in the United States?

Yes, if it owns or purchased the goods. This is known as a foreign importer of record or non-resident importer.  It must have a resident agent for service of process, a customs bond from a resident corporate surety, an importer identity on file with CBP, and a compliant power of attorney for its broker.

Can a brand-new LLC with no employees be the importer of record?

Generally, yes, if the LLC genuinely purchases the goods for its own account. No, if it exists only to hold the importer number for someone else. And in either case it does not insulate the people behind it from customs penalty exposure.

Can our parent company make entry for goods our subsidiary purchases?

Generally, no. CBP treats parent and subsidiary as separate entities, and stock ownership is not a financial interest in the subsidiary's imports. The entity that purchases should be the importer of record, or the intercompany arrangements need to create a real financial interest, reviewed against CBP's rulings, before entry.

Can our freight forwarder or 3PL act as importer of record?

Not unless it is also a licensed customs broker that was properly designated, or it has a genuine financial interest in the goods beyond custody and fees. Forwarders and consolidators are nominal consignees, and CBP has repeatedly denied them the right to make entry.

If we sell DDP, are we automatically the importer of record?

No. DDP is a contractual promise to your buyer. To perform it lawfully you must qualify and register as a nonresident importer of record, or designate a party that has the right to make entry.

What does a foreign company need before its first entry?

An importer identity established with CBP on Form 5106, a continuous customs bond from a U.S. surety, a resident agent for service of process, a power of attorney meeting the nonresident principal rules, and a defensible position on classification, valuation, and origin before the first shipment moves.

What is changing with CBP Form 5106 in 2026?

Under Executive Order 14411 and an August 19, 2026 Federal Register notice, CBP will begin voiding importer of record numbers on September 18, 2026 where Form 5106 information is inaccurate or incomplete. The physical address, email address, and phone number on file must belong to the importer itself, not to a registered agent, broker, or forwarder, and broker powers of attorney must run directly to the importer. A voided number cannot be used to make entry.

Will foreign companies still be able to serve as importer of record?

Yes, for formal entries, but under heavier requirements once Executive Order 14411 is implemented: no informal entries, restrictions on continuous bonds, CTPAT validation or a CTPAT-validated broker, expanded disclosures, and a good-standing requirement. The implementing rules are expected through notice-and-comment rulemaking beginning in late 2026.

If you are asking one of these questions

The importers who find this article are usually asking one of a few questions. Can our foreign company import into the United States without a U.S. subsidiary? Should the parent or the subsidiary appear on our entries? Is the LLC our forwarder or service provider set up for us a problem? Who should be the importer of record when we sell DDP? And what do we do about entries that were already filed the wrong way? If one of these is your question, contact us at onelexpartners.com.