BOI compliance accelerator program

The Corporate Transparency Act (CTA) introduced new beneficial ownership information (BOI) reporting requirements for many U.S. companies. However, a significant interim final rule (IFR) published by FinCEN on March 26, 2025, has changed the landscape, particularly for U.S.-formed entities.

This guide will help founders understand the current status, what actions to take, and how a BOI compliance accelerator program can assist. As of March 26, 2025, FinCEN's interim final rule has redefined 'reporting company' to exclude all entities created in the United States, including those previously known as 'domestic reporting companies,' and their beneficial owners from BOI reporting.

This means if your entity was formed in the U.S. (e.g., a domestic LLC or corporation), you are currently exempt from FinCEN BOI reporting. However, foreign entities that are registered to do business in the U.S. are still considered reporting companies and must file BOI reports.

Deadlines for these foreign entities vary: those registered before March 26, 2025, had until April 25, 2025, to file, while those registering on or after this date have 30 calendar days from their registration's effective date.

FinCEN has also stated it will comply with court orders regarding CTA enforcement, and this IFR reflects non-enforcement relief for domestic companies. The IFR primarily affects domestic LLCs and corporations, which are now exempt.

Foreign entities formed under a foreign country's law and registered to do business in a U.S. state or tribal jurisdiction remain reporting companies. Beneficial owner definitions generally include individuals who own 25% or more of the company or exercise substantial control.

Special rules apply to foreign pooled investment vehicles, which must report BOI for individuals exercising substantial control if they are not U.S. persons. Even with the current exemption for U.S. entities, it's prudent to maintain internal BOI records.

Collect and securely store beneficial owner information, including identity details, SSN/ITIN where applicable, ownership percentages, and descriptions of substantial control. This preparation ensures you can file quickly if rules change or if information is requested by banks or regulators.

Be cautious of third-party solicitations; FinCEN does not charge fees for direct filing. Use FinCEN's official e-filing system (BOSS) and fincen.gov for guidance.

State Secretary of State offices, such as those in California, Texas, and Colorado, generally direct businesses to FinCEN for BOI reporting. They explicitly state that they are not collecting BOI for FinCEN and caution against including BOI on formation or registration documents submitted to their offices.

While some state-level legislative proposals have been discussed, current guidance from state SOS offices points to FinCEN for BOI compliance. A BOI compliance accelerator program can provide comprehensive support, especially for businesses with foreign ownership or complex structures.

Such programs typically offer services like owner identification and evidence collection, internal policy and record templates, training for staff and founders, ongoing monitoring for rule changes, and filing support when required.

When considering a vendor, verify they file directly with FinCEN (as filings are free) and offer secure document handling. Pricing models vary, including one-time fees, subscriptions, or per-company filing charges.

Confirm your entity's formation country. If domestic, note the current exemption but continue to monitor FinCEN updates.

Identify and securely store beneficial owner information. Avoid unofficial solicitations.

If you have foreign ownership or complex structures, consult legal counsel or a compliance provider. Consider signing up for our newsletter for ongoing updates and contact us for compliance assistance.

The Corporate Transparency Act (CTA) introduced new beneficial ownership information (BOI) reporting requirements for many U.S. companies. However, a significant interim final rule (IFR) published by FinCEN on March 26, 2025, has changed the landscape, particularly for U.S.-formed entities.

This guide will help founders understand the current status, what actions to take, and how a BOI compliance accelerator program can assist. As of March 26, 2025, FinCEN's interim final rule has redefined 'reporting company' to exclude all entities created in the United States, including those previously known as 'domestic reporting companies,' and their beneficial owners from BOI reporting.

This means if your entity was formed in the U.S. (e.g., a domestic LLC or corporation), you are currently exempt from FinCEN BOI reporting. However, foreign entities that are registered to do business in the U.S. are still considered reporting companies and must file BOI reports.

Deadlines for these foreign entities vary: those registered before March 26, 2025, had until April 25, 2025, to file, while those registering on or after this date have 30 calendar days from their registration's effective date.

FinCEN has also stated it will comply with court orders regarding CTA enforcement, and this IFR reflects non-enforcement relief for domestic companies. The IFR primarily affects domestic LLCs and corporations, which are now exempt.

Foreign entities formed under a foreign country's law and registered to do business in a U.S. state or tribal jurisdiction remain reporting companies. Beneficial owner definitions generally include individuals who own 25% or more of the company or exercise substantial control.

Special rules apply to foreign pooled investment vehicles, which must report BOI for individuals exercising substantial control if they are not U.S. persons. Even with the current exemption for U.S. entities, it's prudent to maintain internal BOI records.

Collect and securely store beneficial owner information, including identity details, SSN/ITIN where applicable, ownership percentages, and descriptions of substantial control. This preparation ensures you can file quickly if rules change or if information is requested by banks or regulators.

Be cautious of third-party solicitations; FinCEN does not charge fees for direct filing. Use FinCEN's official e-filing system (BOSS) and fincen.gov for guidance.

State Secretary of State offices, such as those in California, Texas, and Colorado, generally direct businesses to FinCEN for BOI reporting. They explicitly state that they are not collecting BOI for FinCEN and caution against including BOI on formation or registration documents submitted to their offices.

While some state-level legislative proposals have been discussed, current guidance from state SOS offices points to FinCEN for BOI compliance. A BOI compliance accelerator program can provide comprehensive support, especially for businesses with foreign ownership or complex structures.

Such programs typically offer services like owner identification and evidence collection, internal policy and record templates, training for staff and founders, ongoing monitoring for rule changes, and filing support when required.

When considering a vendor, verify they file directly with FinCEN (as filings are free) and offer secure document handling. Pricing models vary, including one-time fees, subscriptions, or per-company filing charges.

Confirm your entity's formation country. If domestic, note the current exemption but continue to monitor FinCEN updates.

Identify and securely store beneficial owner information. Avoid unofficial solicitations.

If you have foreign ownership or complex structures, consult legal counsel or a compliance provider. Consider signing up for our newsletter for ongoing updates and contact us for compliance assistance.