BOI changes submission for newly added managers

Summary of research and final answer: Key findings: 1) FinCEN policy update (March 26, 2025) — domestic U.S. entities: FinCEN issued an interim final rule that revised the definition of “reporting company” and exempted entities formed under U.S. law (formerly "domestic reporting companies") and U.S. persons from BOI reporting. As a result, most U.S.-formed LLCs and other domestic entities generally are not required to file BOI reports with FinCEN under that interim rule. Foreign entities that have registered to do business in the U.S. (i.e., foreign reporting companies) remain subject to BOI reporting obligations. 2) If an entity is subject to BOI reporting (e.g., a foreign reporting company), updated BOI reports are required when previously reported information changes. FinCEN’s guidance makes clear that “any change” to required information must be reported in an updated BOI report no later than 30 days after the change occurs. Changes that trigger an update include changes in beneficial owners (such as a new CEO or a change that affects the 25% ownership threshold), changes to a beneficial owner’s identifying information (name/address/ID number), and changes to the company’s reported information (DBA, etc.). 3) Managers can be beneficial owners: Under FinCEN’s definition, a beneficial owner is any individual who (a) exercises substantial control over the company or (b) owns or controls at least 25% of the company’s ownership interests. Managers who exercise substantial control over an LLC therefore meet the “substantial control” prong and are reportable as beneficial owners when the entity is a reporting company. 4) How to file updates: BOI reports and updated reports are filed electronically through FinCEN’s secure BOI e-filing system. Individuals may obtain FinCEN identifiers and reporting companies may use FinCEN identifiers in their reports. There are safe-harbor and correction provisions (e.g., no penalty if errors corrected within a limited timeframe), but willful failure to report or filing false information can carry civil and criminal penalties. Practical guidance for U.S. LLC owners and founders when you add a manager: - Determine whether your company is subject to BOI reporting. As of FinCEN’s March 26, 2025 interim final rule, most domestic U.S. entities are exempt; only foreign entities registered in the U.S. remain reporting companies. If your business is U.S.-formed and remains exempt, you do not need to file or update BOI reports when you add managers (under current FinCEN rules). If you are a foreign entity registered to do business in a U.S. jurisdiction, you still must comply with BOI reporting rules. - If your reporting company must report to FinCEN: identify whether the new manager qualifies as a beneficial owner (substantial control or ≥25% ownership). If so, update your BOI report within 30 days of the change. Also update any previously reported identifying information (e.g., if the manager obtains a new ID) within 30 days. - Filing mechanics: use the BOI E-Filing System to submit initial, updated, or corrected reports. Consider obtaining FinCEN identifiers for individuals who prefer not to have their identifying documents attached to multiple filings. - Compliance checklist when adding a manager (for reporting companies): collect full legal name, date of birth, current address, and an image of an acceptable identifying document (for any beneficial owner you must report); if the new manager will be reported as a beneficial owner, submit an updated BOI report within 30 days. Keep internal records showing when the change occurred and when the update was filed. - State filings remain distinct from BOI reporting: even if your company is exempt from BOI reporting, adding a manager may still require filings at the state level (for example, updating an LLC’s Statement of Information, annual report, or filing an amendment where required). Requirements vary by state — check your Secretary of State or equivalent office for rules and deadlines. Treat BOI obligations and state filings as separate compliance tracks. Recommended next steps for U.S. business owners/LLC founders: 1. Confirm entity status: verify whether your entity is a domestic U.S. entity or a foreign entity registered in the U.S. (the interim rule’s distinction is critical). If you are U.S.-formed and thus exempt under the March 26, 2025 interim rule, you generally have no BOI filing obligation at present. 2. If you are a reporting company (foreign reporting company), update BOI reports within 30 days of adding any manager who is a beneficial owner, and collect and retain required identifying documents. Consider obtaining FinCEN identifiers for managers. 3. Independently verify and comply with state-level requirements to update manager information (Statement of Information, amendment filings, annual reports). State filing obligations are unrelated to FinCEN’s BOI requirements and remain in force. 4. Maintain documentation showing the date managers were added and the dates of any BOI updates or state filings to support compliance and to respond quickly if FinCEN or a state authority requests evidence. Legal and compliance notes/limitations: - FinCEN’s interim final rule and guidance are subject to change; stay current with FinCEN announcements and your state filing office. This research reflects FinCEN material published and updated through March 26, 2025 (Small Entity Compliance Guide v1.4 and FinCEN BOI page) and applies to the information available as of January 3, 2026. - This research is informational and does not constitute legal advice. For entity-specific questions (especially if you may be a foreign reporting company or have complex ownership/control arrangements), consult counsel or a compliance specialist.