BOI compliance for digital-first founders

Research steps taken and summary of findings: Steps taken:

Performed targeted web searches and scraped authoritative sources (FinCEN, Federal Register, state secretary of state pages, and reputable compliance/legal advisories) for up-to-date BOI/CTA coverage (searches focused on FinCEN BOI final and interim rules, IFR Q&A, Federal Register IFR, Access Rule, and state-level BOI developments).

Collected and compressed the most relevant excerpts about

scope of reporting, definitions (beneficial owner and company applicant), exemptions, filing deadlines and schedule after the March 26, 2025 interim final rule, how to file, privacy/access rules, and notes about state-level developments and practical compliance guidance for digital-first founders. Key findings (concise): - Federal scope (FinCEN): As of the March 26, 2025 interim final rule, FinCEN revised its regulatory definition of “reporting company” so that only entities formed under the law of a foreign country that have registered to do business in any U.S. State or Tribal jurisdiction are required to report BOI. In short: domestic U.S. companies (including U.S.-formed LLCs and corporations) and U.S. persons are exempt from BOI reporting to FinCEN under that IFR. (FinCEN will seek comments and intends to issue a final rule later.) - Deadlines for foreign reporting companies: foreign entities that were registered to do business in the U.S. before March 26, 2025, had to file initial BOI reports by April 25, 2025; foreign entities that become reporting companies on or after March 26, 2025 must file an initial BOI report within 30 calendar days after their registration becomes effective or they receive actual notice. - Definitions: The IFR did not change the definition of “beneficial owner,” and it preserved the structure of reporting requirements for foreign reporting companies (report entity-level info, BOIs for non-U.S. beneficial owners, and, in some cases, company applicant info for entities created or registered on or after Jan 1, 2024). - Exemptions & scope nuances: The IFR exempts domestic reporting companies (and U.S. persons) and retains many of the previously enumerated exemptions (e.g., many regulated entities, large operating companies, inactive companies, wholly owned subsidiaries where applicable) for foreign reporting companies as in the Reporting Rule—but companies must carefully confirm whether any particular exemption applies. - Access & privacy: FinCEN has separate final guidance/rule about access to BOI that governs authorized user access and safeguards. - State-level landscape: Several states and jurisdictions are pursuing or have adopted their own “mini-CTA” or BOI-style disclosure requirements (examples: New York enacted an LLC transparency law effective Jan 1, 2026; the District of Columbia and South Dakota have existing BOI requirements; some secretary-of-state offices (e.g., Minnesota) provided guidance tied to the federal IFR deadlines). Expect a patchwork of state requirements—digital-first founders should monitor the states where they are formed or authorized to do business. - Practical implications for digital-first founders (US-formed LLCs/corporations): * If your business is formed in the U.S. and owned by U.S. persons, FinCEN BOI reporting is not required for domestic entities under the March 26, 2025 IFR. * BUT: you should still collect and maintain accurate beneficial-owner and company-applicant information because: banks and other financial institutions still perform customer due diligence (CDD) and will ask for BOI at account opening; some states or local jurisdictions may require BOI-type disclosures; and if you later register a foreign entity in the U.S. (e.g., a non-U.S. company qualifying in a state), you may become a reporting company subject to FinCEN deadlines and must file promptly. * Use a registered agent and stable business address practices (document principal place of business carefully). Keep identity documents on file (acceptable IDs) so a filing (or bank onboarding) can be done quickly if needed. * Consider using a trusted compliance provider, an attorney, or an experienced registered agent/filing agent when dealing with foreign company registration or state-level BOI filings to avoid missed deadlines and penalties. - Enforcement/penalties: The Federal Register and FinCEN materials outline prior statutory penalties under the CTA and the Reporting Rule; FinCEN has stated it will not enforce BOI penalties against U.S. persons/domestic companies in light of the IFR’s exemptions, but foreign reporting companies remain subject to the rule and its enforcement. Practical compliance checklist for digital-first founders (actionable items):

Determine entity status

confirm whether your company is U.S.-formed (domestic) or a foreign entity registered in any U.S. state.

If U.S.-formed

document and securely store beneficial owner and company applicant details (name, DOB, address, SSN or passport/TIN, image of acceptable ID) even if not required to file with FinCEN—needed for banking/CDD and potential state mini-CTAs.

If foreign & registered in any U.S. state

evaluate whether you are a reporting company; if yes, file BOI with FinCEN within 30 days of notice/registration or by the applicable phased deadline—collect required information now so filing is immediate.

Monitor relevant states where you are formed/qualified for separate BOI or disclosure rules (NY, DC, SD, MN, others).

Use a registered agent; keep principal place of business information current and documented.

Implement internal processes to update BOI within 30 days of changes (owners, addresses, company applicants) if and when filing obligations apply. 7) Consult counsel for cross-border ownership, pooled investment vehicles, and complex ownership structures. Conclusion (short)

For most U.S. domestic digital-first founders (U.S.-formed LLCs/corps owned by U.S. persons), federal FinCEN BOI reporting to FinCEN is not required under the March 26, 2025 interim final rule. However, because states are actively legislating their own transparency requirements and because banks and counterparties still require BOI for CDD, digital-first founders should collect and securely store BOI details, monitor state-level developments for “mini-CTAs,” and be prepared to file promptly if they are a foreign company registering to do business in the U.S.