BOI compliance for next-year entity planning

Key findings (concise)1) FinCEN interim final rule (March 26, 2025) — domestic U.S. entities exempted- FinCEN published an interim final rule on March 26, 2025, that revises the definition of “reporting company” to mean only entities formed under the law of a foreign country that have registered to do business in a U.S.

State or Tribal jurisdiction. FinCEN “exempts entities previously known as ‘domestic reporting companies’ from BOI reporting requirements.”- As a consequence, entities created in the United States (including LLCs and domestic corporations) are no longer required to report BOI to FinCEN under the CTA while the IFR is in effect.2) Foreign reporting companies still required to file; deadlines and timing- The IFR retains BOI reporting obligations for foreign reporting companies (entities formed under foreign law but registered to do business in the U.S.).

FinCEN extended the deadlines for those foreign reporting companies to file initial BOI reports and to update/correct previously filed reports to 30 days after the date of the IFR publication or 30 days after their registration to do business, whichever is later.- FinCEN’s BOI page reiterates that foreign reporting companies registered to do business in the U.S. before March 26, 2025, must file BOI reports by April 25, 2025; foreign reporting companies registered on or after March 26, 2025, have 30 calendar days to file after notice that their registration is effective.3) Continued legal and legislative developments- The BOI/CTA implementation has been the subject of multiple court challenges and administrative action.

Various courts and procedural developments led to shifting compliance dates in 2024–2025; Congress and some stakeholders sought further deadline extensions (e.g., House-passed proposals to extend initial filing deadlines to Jan 1, 2026).

FinCEN indicated it would review comments and issue a final rule after the IFR.4) What information is (or would be) required for a BOI report (per Reporting Rule and FinCEN guidance)- Typical BOI report elements under CTA/FinCEN reporting rule (as implemented prior to the IFR’s exemption for domestic entities) include: identifying information about the reporting company; beneficial owners’ full legal name, date of birth, current residential or business address, unique identifying number from an acceptable ID (e.g., passport, driver’s license) and an image of that ID; and, for companies created or registered on/after Jan 1, 2024, certain company applicant information.

The IFR exempts domestic companies but retains reporting for foreign reporting companies (excluding the BOI of U.S. persons).5) Updates, corrections, timing and enforcement posture- The IFR extended timing for foreign reporting companies to file initial reports and to update or correct previously filed BOI reports to 30 days after the IFR publication or after registration.

FinCEN indicated it will issue a final rule after considering comments. Enforcement and penalty posture has been affected by litigation and the IFR; stakeholders should monitor ongoing rulemaking and legal developments.6) State-level and other requirements (important for “state-specific information” in content)- Some states have enacted or proposed their own beneficial ownership/transparency regimes or updated LLC/corporate reporting requirements (e.g., New York’s LLC Transparency Act has separate state-level beneficial ownership disclosure requirements with an effective date and filing deadlines).

State rules are independent of FinCEN’s BOI reporting and may require filings, owner disclosures, or updates to the state’s business registry; these are relevant to entity planning even if FinCEN now exempts domestic companies.Practical guidance and recommended content points for US business owners / LLC founders planning next year (2026)- Immediate determination: Determine whether the entity is a foreign reporting company (foreign-formed entity registered to do business in a U.S.

State) — if yes, BOI filings to FinCEN are required (see deadlines described above); if the entity is domestic (U.S.-formed), the March 2025 IFR currently exempts such entities from FinCEN BOI filing obligations while the IFR is in effect.- Monitor updates: Because the IFR is interim and FinCEN intends to issue a final rule, and because litigation and legislation may change obligations, monitor FinCEN BOI publications and the Federal Register, and consult counsel or your registered agent for updates through 2026.- State compliance: Review state-specific transparency rules (for example, New York’s LLC Transparency Act) and state annual report/registered agent requirements; some states will still require beneficial-owner-style statements or updated filings even if FinCEN does not.- Internal processes to prepare (recommended): - Maintain an up-to-date ownership/control register listing beneficial owners (names, DOBs, addresses, ID types and numbers, copies of ID) and company applicant data for new entities formed on/after Jan 1, 2024. - Establish secure storage and access policies for sensitive identity documents and consider limiting distribution to authorized compliance or legal staff. - Configure onboarding and entity-formation checklists to collect required BOI elements for potential future filings. - Use registered agents and formation-service support to receive updates about filings and state-level obligations; confirm how they handle BOI/ownership data. - Budget for time and potential professional fees: FinCEN estimated varying burdens per filing depending on complexity (ranges provided in the Reporting Rule preamble); law firms/accounting shops typically charge per-entity fees for review and filing assistance.- Corrections and updates: For foreign reporting companies required to file, plan to submit updates or corrections within 30 days (per IFR) when ownership or control changes occur.

Track changes with calendar triggers and owner attestations.- Privacy and risk: Keep identity documents secure and avoid unnecessary distribution; use secure portals for transmission when filing. Consider whether your business qualifies for any CTA exemptions (inactive entity, certain regulated entities, etc.) before filing.

Key findings (concise)1) FinCEN interim final rule (March 26, 2025) — domestic U.S. entities exempted- FinCEN published an interim final rule on March 26, 2025, that revises the definition of “reporting company” to mean only entities formed under the law of a foreign country that have registered to do business in a U.S.

State or Tribal jurisdiction. FinCEN “exempts entities previously known as ‘domestic reporting companies’ from BOI reporting requirements.”- As a consequence, entities created in the United States (including LLCs and domestic corporations) are no longer required to report BOI to FinCEN under the CTA while the IFR is in effect.2) Foreign reporting companies still required to file; deadlines and timing- The IFR retains BOI reporting obligations for foreign reporting companies (entities formed under foreign law but registered to do business in the U.S.).

FinCEN extended the deadlines for those foreign reporting companies to file initial BOI reports and to update/correct previously filed reports to 30 days after the date of the IFR publication or 30 days after their registration to do business, whichever is later.- FinCEN’s BOI page reiterates that foreign reporting companies registered to do business in the U.S. before March 26, 2025, must file BOI reports by April 25, 2025; foreign reporting companies registered on or after March 26, 2025, have 30 calendar days to file after notice that their registration is effective.3) Continued legal and legislative developments- The BOI/CTA implementation has been the subject of multiple court challenges and administrative action.

Various courts and procedural developments led to shifting compliance dates in 2024–2025; Congress and some stakeholders sought further deadline extensions (e.g., House-passed proposals to extend initial filing deadlines to Jan 1, 2026).

FinCEN indicated it would review comments and issue a final rule after the IFR.4) What information is (or would be) required for a BOI report (per Reporting Rule and FinCEN guidance)- Typical BOI report elements under CTA/FinCEN reporting rule (as implemented prior to the IFR’s exemption for domestic entities) include: identifying information about the reporting company; beneficial owners’ full legal name, date of birth, current residential or business address, unique identifying number from an acceptable ID (e.g., passport, driver’s license) and an image of that ID; and, for companies created or registered on/after Jan 1, 2024, certain company applicant information.

The IFR exempts domestic companies but retains reporting for foreign reporting companies (excluding the BOI of U.S. persons).5) Updates, corrections, timing and enforcement posture- The IFR extended timing for foreign reporting companies to file initial reports and to update or correct previously filed BOI reports to 30 days after the IFR publication or after registration.

FinCEN indicated it will issue a final rule after considering comments. Enforcement and penalty posture has been affected by litigation and the IFR; stakeholders should monitor ongoing rulemaking and legal developments.6) State-level and other requirements (important for “state-specific information” in content)- Some states have enacted or proposed their own beneficial ownership/transparency regimes or updated LLC/corporate reporting requirements (e.g., New York’s LLC Transparency Act has separate state-level beneficial ownership disclosure requirements with an effective date and filing deadlines).

State rules are independent of FinCEN’s BOI reporting and may require filings, owner disclosures, or updates to the state’s business registry; these are relevant to entity planning even if FinCEN now exempts domestic companies.Practical guidance and recommended content points for US business owners / LLC founders planning next year (2026)- Immediate determination: Determine whether the entity is a foreign reporting company (foreign-formed entity registered to do business in a U.S.

State) — if yes, BOI filings to FinCEN are required (see deadlines described above); if the entity is domestic (U.S.-formed), the March 2025 IFR currently exempts such entities from FinCEN BOI filing obligations while the IFR is in effect.- Monitor updates: Because the IFR is interim and FinCEN intends to issue a final rule, and because litigation and legislation may change obligations, monitor FinCEN BOI publications and the Federal Register, and consult counsel or your registered agent for updates through 2026.- State compliance: Review state-specific transparency rules (for example, New York’s LLC Transparency Act) and state annual report/registered agent requirements; some states will still require beneficial-owner-style statements or updated filings even if FinCEN does not.- Internal processes to prepare (recommended): - Maintain an up-to-date ownership/control register listing beneficial owners (names, DOBs, addresses, ID types and numbers, copies of ID) and company applicant data for new entities formed on/after Jan 1, 2024.

- Budget for time and potential professional fees: FinCEN estimated varying burdens per filing depending on complexity (ranges provided in the Reporting Rule preamble); law firms/accounting shops typically charge per-entity fees for review and filing assistance.- Corrections and updates: For foreign reporting companies required to file, plan to submit updates or corrections within 30 days (per IFR) when ownership or control changes occur.

Track changes with calendar triggers and owner attestations.- Privacy and risk: Keep identity documents secure and avoid unnecessary distribution; use secure portals for transmission when filing. Consider whether your business qualifies for any CTA exemptions (inactive entity, certain regulated entities, etc.) before filing.

• Establish secure storage and access policies for sensitive identity documents and consider limiting distribution to authorized compliance or legal staff.
• Configure onboarding and entity-formation checklists to collect required BOI elements for potential future filings.
• Use registered agents and formation-service support to receive updates about filings and state-level obligations; confirm how they handle BOI/ownership data.