Beneficial Ownership Information filing support

Introduction The landscape for Beneficial Ownership Information (BOI) reporting changed materially in 2025. FinCEN’s March 26, 2025 interim final rule (IFR) exempted domestic U.S. entities and U.S. persons from BOI filings under the Corporate Transparency Act (CTA) and limited the federal BOI reporting obligation, for now, to a narrower class of foreign entities that register to do business in the U.S.

This post explains what that means for US business owners and LLC founders, what responsibilities remain, and practical steps you should take to stay compliant and prepared. Who currently must file BOI with FinCEN? - Foreign reporting companies: Entities formed under the law of a foreign country that have registered to do business in any U.S.

State or Tribal jurisdiction by filing a document with a secretary of state or similar office and do not qualify for a statutory exemption. (FinCEN’s IFR narrowed the definition of “reporting company” to this group.) - Domestic U.S. entities (corporations, LLCs, etc.) and U.S. persons are exempt from filing BOI with FinCEN under the IFR (subject to future final rule changes).

What information is required on a BOI report (for reporting companies that must file)? - Reporting company identifying information: legal name, trade names (DBAs), current principal business address (or U.S. point of contact if principal place is outside the U.S.), foreign jurisdiction of formation, and the State/Tribal jurisdiction where the company first registered to do business in the U.S. - Beneficial owner information: full legal name, date of birth, current residential address, unique identifying number from an acceptable identification document (and an image of that document) — though the IFR states reporting companies do not need to report BOI of any U.S. persons. - Company applicant information: for entities created or registered on or after Jan 1, 2024, information about the individual(s) who formed or registered the company may be required (subject to the IFR’s scope changes).

Important deadlines (IFR-driven) - Foreign reporting companies registered to do business in the U.S. before March 26, 2025, were required to file initial BOI reports no later than April 25, 2025. - Foreign reporting companies that register to do business in the U.S. on or after March 26, 2025, must file an initial BOI report within 30 calendar days after they receive notice that their registration is effective (or public notice of their registration).

Exemptions and special rules - The CTA and the implementing rule list multiple statutory exemptions (e.g., certain large operating companies, many regulated entities, etc.). Under the IFR, domestic entities are broadly exempted.

However, foreign entities may still qualify for existing statutory exemptions — review the criteria carefully. - Foreign pooled investment vehicles and other special categories have modified reporting rules under the IFR; in some cases reporting is limited to a single non‑U.S. person exercising substantial control.

State-specific considerations for US businesses (general guidance) Because the IFR limits FinCEN reporting to foreign entities that register with a U.S. State or Tribal office, state-level processes now matter most for determining filing obligations: - Registration effective date: Different states provide notice or publish registration records on different schedules.

For foreign entities, the 30-day FinCEN filing window is generally tied to when registration is effective or when public notice of effectiveness is available — so track the relevant Secretary of State or Tribal registration confirmation. - Secretary of State procedures: Companies formed outside the U.S. that are registering in states like Delaware, California, New York, Texas, or Florida should consult the specific state filing acknowledgement or public registry to determine when their FinCEN 30‑day clock starts. - State-level disclosure requirements: Some states require additional or separate ownership disclosures for state purposes (e.g., LLC annual reports or franchise tax filings).

Even where FinCEN filing is not required, maintain your state records to satisfy state filing rules and to have BOI documentation ready. Practical compliance checklist for U.S. business owners and LLC founders

- Company applicant information: for entities created or registered on or after Jan 1, 2024, information about the individual(s) who formed or registered the company may be required (subject to the IFR’s scope changes).

Exemptions and special rules

- Registration effective date: Different states provide notice or publish registration records on different schedules. For foreign entities, the 30-day FinCEN filing window is generally tied to when registration is effective or when public notice of effectiveness is available — so track the relevant Secretary of State or Tribal registration confirmation. - Secretary of State procedures: Companies formed outside the U.S. that are registering in states like Delaware, California, New York, Texas, or Florida should consult the specific state filing acknowledgement or public registry to determine when their FinCEN 30‑day clock starts.

Foreign reporting companies: Entities formed under the law of a foreign country that have registered to do business in any U.S. State or Tribal jurisdiction by filing a document with a secretary of state or similar office and do not qualify for a statutory exemption. (FinCEN’s IFR narrowed the definition of “reporting company” to this group.)
Domestic U.S. entities (corporations, LLCs, etc.) and U.S. persons are exempt from filing BOI with FinCEN under the IFR (subject to future final rule changes). What information is required on a BOI report (for reporting companies that must file)?
Reporting company identifying information: legal name, trade names (DBAs), current principal business address (or U.S. point of contact if principal place is outside the U.S.), foreign jurisdiction of formation, and the State/Tribal jurisdiction where the company first registered to do business in the U.S.
Beneficial owner information: full legal name, date of birth, current residential address, unique identifying number from an acceptable identification document (and an image of that document) — though the IFR states reporting companies do not need to report BOI of any U.S. persons.
The CTA and the implementing rule list multiple statutory exemptions (e.g., certain large operating companies, many regulated entities, etc.). Under the IFR, domestic entities are broadly exempted. However, foreign entities may still qualify for existing statutory exemptions — review the criteria carefully.
Foreign pooled investment vehicles and other special categories have modified reporting rules under the IFR; in some cases reporting is limited to a single non‑U.S. person exercising substantial control. State-specific considerations for US businesses (general guidance) Because the IFR limits FinCEN reporting to foreign entities that register with a U.S. State or Tribal office, state-level processes now matter most for determining filing obligations:
State-level disclosure requirements: Some states require additional or separate ownership disclosures for state purposes (e.g., LLC annual reports or franchise tax filings). Even where FinCEN filing is not required, maintain your state records to satisfy state filing rules and to have BOI documentation ready. Practical compliance checklist for U.S. business owners and LLC founders

Determine entity status

confirm whether your company is a ‘domestic’ (U.S.-formed) or a foreign (formed under a foreign jurisdiction) entity for FinCEN purposes.

If foreign and registered in the U.S.

identify the date your registration became effective or the date the Secretary of State provided public notice — calendar the 30‑day FinCEN deadline.

Collect BOI data

legal names, DBAs, principal address, formation jurisdiction, and for each beneficial owner collect full name, DOB, current residential address, and acceptable ID (number and image) — but remember the IFR excludes reporting U.S. persons.

Review exemptions

check whether your entity meets any CTA statutory exemptions.

Maintain internal BOI records

create and retain a secure internal record of ownership data and supporting ID documents, even if you are not required to file with FinCEN today.

Use FinCEN resources and filing system

Monitor rulemaking

FinCEN solicited comments and indicated intent to finalize rules, so monitor FinCEN updates and Federal Register notices.

Consider professional help

if your entity is foreign-owned or complex, consult a qualified attorney or compliance provider to evaluate reporting obligations and to prepare filings. Privacy and data security - BOI reports are maintained by FinCEN and access is limited to authorized users (law enforcement, certain financial institutions, and others as defined by statute and regulation). Treat BOI data as sensitive: use secure file storage, limit access internally, and apply encryption when transmitting ID documents. Penalties and enforcement - Penalties for willful failure to file, updating with false information, or fraud can be substantial under the CTA and BSA framework. FinCEN’s IFR reframed who must file, but that does not remove the statutory penalty framework for entities that remain subject. Monitor FinCEN for enforcement guidance. Practical templates and resources (what you can use now) - BOI collection checklist (names, DOB, address, ID number + image, role/ownership test) to use internally. - Sample timeline for a foreign company registering in the U.S.: registration effective → identify state public notice date → start 30‑day FinCEN filing clock → prepare BOI data & ID images → submit BOI e‑file. - FinCEN resources: BOI page, IFR Q&A, BOI e-Filing system, and Small Entity Compliance Guide. Bottom line for US business owners and LLC founders - If your entity was formed under U.S. law and is domestic, FinCEN’s IFR relieved you from the FinCEN BOI filing requirement as of March 26, 2025. You should, however, keep accurate internal beneficial ownership records, comply with state filing requirements, and watch FinCEN/Federal Register updates. - If your entity was formed under a foreign jurisdiction and registered to do business in the U.S., you may still be required to file a BOI report within the specified FinCEN deadlines — determine the registration effective date and act within the 30‑day window.