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Major BOI/FinCEN Update: What US LLC Founders Need to Know Now About the March 2025 Interim Final Rule. The Financial Crimes Enforcement Network (FinCEN) has issued a significant interim final rule (IFR) on March 26, 2025, dramatically narrowing the scope of beneficial ownership information (BOI) reporting under the Corporate Transparency Act (CTA).

This update primarily impacts foreign-formed companies registered in the U.S., while most U.S.-formed entities are now exempt. Here's what US business owners and LLC founders need to understand to ensure compliance. 1.

Quick Snapshot of Current BOI Status (as of 2026-01-03): U.S. Entities Exempt: Most U.S.-formed corporations and LLCs are now exempt from FinCEN BOI reporting under the March 2025 IFR.

Foreign Entities Still Report: Foreign entities registered to do business in the U.S. remain "reporting companies" and must comply with new filing deadlines. Action Required: Domestic U.S. owners should maintain internal ownership records and monitor developments.

Foreign entities must identify non-U.S. beneficial owners and company applicants, then file initial BOI reports via the FinCEN BOI E-Filing system.

Quick Snapshot of Current BOI Status (as of 2026-01-03): U.S. Entities Exempt: Most U.S.-formed corporations and LLCs are now exempt from FinCEN BOI reporting under the March 2025 IFR.

Foreign entities must identify non-U.S. beneficial owners and company applicants, then file initial BOI reports via the FinCEN BOI E-Filing system.

Plain-English Explanation of the BOI/CTA Framework

The Corporate Transparency Act (CTA) established a centralized, nonpublic database for beneficial ownership information (BOI) to aid law enforcement in combating illicit financial activities. Initially, a broad range of entities, both domestic and foreign, were expected to report.

What Changed in the March 2025 Interim Final Rule (IFR)

On March 26, 2025, FinCEN published an IFR that revised the definition of "reporting company." Narrowed Scope: The IFR now defines a "reporting company" as only those entities formed under foreign law that have registered to do business in a U.S. State or Tribal jurisdiction by filing with a secretary of state or similar office. U.S. Entities Exempted: Entities previously known as "domestic reporting companies" and U.S. persons are now exempt from BOI reporting requirements. New Deadlines for Foreign Reporting Companies: Entities registered to do business in the U.S. before March 26, 2025, had to file by April 25, 2025. Entities registered on or after March 26, 2025, generally have 30 calendar days after receiving notice that their registration is effective to file. 4. Who Must Still File (Foreign Entities Registered in the U.S.): If your entity is foreign-formed and registered to do business in the U.S., you are likely still a "reporting company" unless another exemption applies. Information to Collect: You must identify the entity, certain company-level information, and the BOI for non-U.S. beneficial owners. U.S. persons are excluded from reporting obligations for these foreign entities. For entities created after January 1, 2024, company applicant information and ID-image requirements may apply. Filing Mechanics: Reports are filed via the FinCEN BOI E-Filing System (boiefiling.fincen.gov). Companies can use a FinCEN ID, and individuals can obtain one to streamline reporting. Required fields typically include the beneficial owner's full legal name, date of birth, address, unique identifying number (e.g., passport, driver's license, SSN/ITIN), and an ID document image in certain cases. Updates and Corrections: Changes or inaccuracies generally need to be updated within 30 days of the change or discovery. If an entity previously filed but becomes exempt (e.g., due to the IFR), it should file an updated BOI report indicating its new exempt status. 5. What Domestic U.S. Owners Should Do Now: Even if your U.S.-formed entity is exempt, proactive measures are wise: Internal Records: Maintain accurate internal records of ownership and control. Monitor Developments: Stay informed about FinCEN rulemaking and any potential litigation that could further alter reporting requirements. State Filing Coordination: Be aware that state-level formation, registration, and reporting obligations still apply and may require different information than FinCEN's BOI rules.

Practical Compliance Checklist for Foreign Entities Registering in the U.S.

Determine Reporting Status

Confirm if your entity meets FinCEN's definition of a reporting company (foreign entity + registered to do business in the U.S.).

Collect BOI

Gather beneficial ownership information for each non-U.S. beneficial owner and company applicants (if applicable).

Register & File

Create FinCEN ID(s) and file the initial BOI report via the E-Filing system within the specified deadlines.

Monitor & Update

Continuously monitor for changes and update filings within 30 days of any change. 7. Penalties and Enforcement: Willful violations can incur civil penalties (e.g., $591 per day) and criminal penalties, including fines up to $10,000 and imprisonment for up to two years. However, correcting mistakes or omissions within 90 days of the original deadline may help avoid penalties. 8. Resources & Links: FinCEN BOI main page; FinCEN BOI FAQs/Fact Sheets and Small Entity Compliance Guide; Federal Register (Interim Final Rule published March 26, 2025); FinCEN news release summarizing the IFR. Monitoring and Next Steps: Subscribe to FinCEN updates and consult corporate counsel or a CPA with expertise in BOI/CTA compliance, especially if your business is foreign-formed or has foreign beneficial owners. FinCEN is accepting comments on this IFR and plans to issue a final rule, so further changes are possible.