BOI compliance for hybrid entities operating in multiple states

Under FinCEN’s March 26, 2025 interim final rule, domestic U.S. entities (including domestic LLCs and other entity types created under state law) were exempted from BOI reporting under the CTA; only foreign entities that have registered to do business in the U.S. by filing with a secretary of state (or similar office) remain "reporting companies" required to file BOI reports. Foreign reporting companies had specific filing deadlines linked to whether they were registered before or after March 26, 2025. A single initial BOI filing covers the reporting company — additional state registrations do not require separate BOI filings — but conversions, jurisdiction-of-formation changes, or loss/gain of exemptions can require updated reports. Practical guidance for hybrid multi-state operators: determine whether your entity (or any series/subentity) is domestic or foreign for FinCEN purposes; confirm whether any series or unit is separately formed or registered; if foreign and registered in a U.S. state, comply with FinCEN filing deadlines and maintain accurate records of beneficial owners (individuals) and company applicants; consult counsel for state-law series treatment and any state-level beneficial ownership requirements.