BOI compliance for companies holding intellectual property

Research summary and key findings: I searched authoritative FinCEN sources (BOI landing page, FAQs, Small Entity Compliance Guide), the Federal Register final rule text (Sept 30, 2022), and practitioner guidance focused on holding companies and foreign-owned subsidiaries.

I extracted and compressed the most relevant rules, definitions, exemptions, deadlines, and practical issues for companies that hold intellectual property (IP)—including patent/trademark holding LLCs and IP licensing entities—and flagged the points that directly affect US business owners and LLC founders.Major findings (compressed):- Current scope (as of Jan 3, 2026): FinCEN issued an interim final rule (March 26, 2025) that revised the regulatory definition of “reporting company” so that it now includes only entities formed under foreign law that have registered to do business in the U.S. (i.e., “foreign reporting companies”).

As a result, entities created in the United States (formerly called “domestic reporting companies”) and U.S. persons were exempted from BOI reporting under that interim final rule. (FinCEN BOI pages, FAQs, Small Entity Guide)- Deadlines for remaining reporting companies (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 must file within 30 calendar days after their registration becomes effective. (FinCEN BOI pages / Alerts)- Definitions and reporting elements remain relevant (from the 2022 Final Rule and FinCEN guidance): "reporting company," "beneficial owner" (ownership 25%+ or substantial control), and "company applicant" (for companies created/registered on or after Jan 1, 2024) — these definitions and the mechanics for reporting (what personal/company info is required) are preserved in the rule text and guidance and are important when an entity is a reporting company. (Federal Register final rule; FinCEN FAQs)- Exemptions remain central: there are 23 enumerated exemptions (examples: securities reporting issuers, banks, government entities, tax-exempt entities, large operating companies, pooled investment vehicles, inactive entities, subsidiaries of certain exempt entities).

An entity should carefully assess whether it qualifies for an exemption. (FinCEN FAQs; Small Entity Guide)- Special rules for multi-entity ownership and exempt parent companies: If an individual holds ownership interests exclusively through one or more exempt entities, the reporting company may report the exempt entity(ies) name(s) instead of the individual’s personal BOI.

But where individuals hold interests through exempt and non-exempt vehicles, the individual must be reported. FinCEN clarified that an individual can be a beneficial owner by indirectly holding 25%+ through multiple exempt entities. (Federal Register; FinCEN FAQs)- Inactive-entity exemption important for IP-holding shells: The inactive-entity exemption requires meeting all criteria (in existence on or before Jan 1, 2020; not engaged in active business; not owned by a foreign person; no material transactions; no assets, etc.).

Notably, entities owned by foreign persons do NOT qualify for the inactive exemption. For foreign-owned IP holding entities, this is a critical limit. (Federal Register; Varnum analysis)- Enforcement/penalties: FinCEN states that failing to report, or failing to update/correct within required timeframes, can lead to civil and criminal penalties.

However, FinCEN’s March 26, 2025 interim final rule applied relief: it stated FinCEN "will further not enforce any beneficial ownership reporting penalties or fines against U.S. citizens or domestic reporting companies or their beneficial owners." Nonetheless, where foreign reporting companies remain in scope, penalties remain a risk for non-compliance. (FinCEN FAQs / BOI page)- Practical implications specifically for companies holding IP: - Historically (under the 2022 rule) each entity in a holding structure (holding company and each subsidiary) was a separate reporting company; filing for a holding company did not cover subsidiaries.

That operational approach remains relevant if an entity is a reporting company (e.g., a foreign entity registered in the U.S.). (CTAboi / Federal Register) - IP holding companies often use multi-layer ownership, nominee arrangements, trusts, and exempt parent companies.

These structures require careful mapping: if ownership is through exempt entities only, the exempt entities’ names may be reported in lieu of individuals; if ownership includes foreign persons or non-exempt vehicles, individuals (or foreign beneficial owners) may have to be reported. (Federal Register; FinCEN FAQs; practitioner guidance) - For foreign owners or foreign entities that register to do business in the U.S., BOI reporting remained a practical and time-sensitive obligation (with the April 25, 2025 sunset for earlier registrations and 30-day windows thereafter).

If an IP asset is owned via a foreign entity that registers in a U.S. state, that entity may have been required to file. (FinCEN BOI alerts; Varnum) - Even when not required to file with FinCEN, U.S. IP holding entities should maintain internal ownership records, updated contact and identification information for owners and controllers, and be prepared to provide BOI to banks, partners, or purchasers during due diligence or KYC requests. (Practical best practices from practitioner sources)Recommended next steps for preparing full client-facing blog and newsletter content: summarize the federal status (the 2025 interim final rule and its consequences), explain the still-relevant definitions and exemptions, provide IP-specific examples and filing workflows (holding company with domestic subsidiaries; foreign parent owning U.S.

IP-holding LLC; nominee/trust structures), outline practical compliance steps (recordkeeping, trustee/nominee disclosure, consultation with counsel for foreign ownership or trust structures), and include state-level notes (entity formation remains state-level; if a foreign entity registers in a state it may create a BOI filing obligation; maintain good corporate records and consider dissolution or restructuring of inactive foreign-owned entities to avoid scope).I extracted verbatim supporting excerpts below from the primary sources I used so the final content can cite them directly.

Research summary and key findings: I searched authoritative FinCEN sources (BOI landing page, FAQs, Small Entity Compliance Guide), the Federal Register final rule text (Sept 30, 2022), and practitioner guidance focused on holding companies and foreign-owned subsidiaries.

I extracted and compressed the most relevant rules, definitions, exemptions, deadlines, and practical issues for companies that hold intellectual property (IP)—including patent/trademark holding LLCs and IP licensing entities—and flagged the points that directly affect US business owners and LLC founders.Major findings (compressed):- Current scope (as of Jan 3, 2026): FinCEN issued an interim final rule (March 26, 2025) that revised the regulatory definition of “reporting company” so that it now includes only entities formed under foreign law that have registered to do business in the U.S. (i.e., “foreign reporting companies”).

As a result, entities created in the United States (formerly called “domestic reporting companies”) and U.S. persons were exempted from BOI reporting under that interim final rule. (FinCEN BOI pages, FAQs, Small Entity Guide)- Deadlines for remaining reporting companies (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 must file within 30 calendar days after their registration becomes effective. (FinCEN BOI pages / Alerts)- Definitions and reporting elements remain relevant (from the 2022 Final Rule and FinCEN guidance): "reporting company," "beneficial owner" (ownership 25%+ or substantial control), and "company applicant" (for companies created/registered on or after Jan 1, 2024) — these definitions and the mechanics for reporting (what personal/company info is required) are preserved in the rule text and guidance and are important when an entity is a reporting company. (Federal Register final rule; FinCEN FAQs)- Exemptions remain central: there are 23 enumerated exemptions (examples: securities reporting issuers, banks, government entities, tax-exempt entities, large operating companies, pooled investment vehicles, inactive entities, subsidiaries of certain exempt entities).

An entity should carefully assess whether it qualifies for an exemption. (FinCEN FAQs; Small Entity Guide)- Special rules for multi-entity ownership and exempt parent companies: If an individual holds ownership interests exclusively through one or more exempt entities, the reporting company may report the exempt entity(ies) name(s) instead of the individual’s personal BOI.

But where individuals hold interests through exempt and non-exempt vehicles, the individual must be reported. FinCEN clarified that an individual can be a beneficial owner by indirectly holding 25%+ through multiple exempt entities. (Federal Register; FinCEN FAQs)- Inactive-entity exemption important for IP-holding shells: The inactive-entity exemption requires meeting all criteria (in existence on or before Jan 1, 2020; not engaged in active business; not owned by a foreign person; no material transactions; no assets, etc.).

Notably, entities owned by foreign persons do NOT qualify for the inactive exemption. For foreign-owned IP holding entities, this is a critical limit. (Federal Register; Varnum analysis)- Enforcement/penalties: FinCEN states that failing to report, or failing to update/correct within required timeframes, can lead to civil and criminal penalties.

However, FinCEN’s March 26, 2025 interim final rule applied relief: it stated FinCEN "will further not enforce any beneficial ownership reporting penalties or fines against U.S. citizens or domestic reporting companies or their beneficial owners." Nonetheless, where foreign reporting companies remain in scope, penalties remain a risk for non-compliance. (FinCEN FAQs / BOI page)- Practical implications specifically for companies holding IP: - Historically (under the 2022 rule) each entity in a holding structure (holding company and each subsidiary) was a separate reporting company; filing for a holding company did not cover subsidiaries.

That operational approach remains relevant if an entity is a reporting company (e.g., a foreign entity registered in the U.S.). (CTAboi / Federal Register)

- For foreign owners or foreign entities that register to do business in the U.S., BOI reporting remained a practical and time-sensitive obligation (with the April 25, 2025 sunset for earlier registrations and 30-day windows thereafter).

If an IP asset is owned via a foreign entity that registers in a U.S. state, that entity may have been required to file. (FinCEN BOI alerts; Varnum) - Even when not required to file with FinCEN, U.S. IP holding entities should maintain internal ownership records, updated contact and identification information for owners and controllers, and be prepared to provide BOI to banks, partners, or purchasers during due diligence or KYC requests. (Practical best practices from practitioner sources)Recommended next steps for preparing full client-facing blog and newsletter content: summarize the federal status (the 2025 interim final rule and its consequences), explain the still-relevant definitions and exemptions, provide IP-specific examples and filing workflows (holding company with domestic subsidiaries; foreign parent owning U.S.

IP-holding LLC; nominee/trust structures), outline practical compliance steps (recordkeeping, trustee/nominee disclosure, consultation with counsel for foreign ownership or trust structures), and include state-level notes (entity formation remains state-level; if a foreign entity registers in a state it may create a BOI filing obligation; maintain good corporate records and consider dissolution or restructuring of inactive foreign-owned entities to avoid scope).I extracted verbatim supporting excerpts below from the primary sources I used so the final content can cite them directly.

• IP holding companies often use multi-layer ownership, nominee arrangements, trusts, and exempt parent companies. These structures require careful mapping: if ownership is through exempt entities only, the exempt entities’ names may be reported in lieu of individuals; if ownership includes foreign persons or non-exempt vehicles, individuals (or foreign beneficial owners) may have to be reported. (Federal Register; FinCEN FAQs; practitioner guidance)