BOI compliance for U.S. LLCs

Key current rule status (as of 2026-01-03): - Major change: On March 21, 2025, FinCEN announced and on March 26, 2025 issued an interim final rule that removes the BOI reporting requirement for U.S. companies and U.S. persons under the Corporate Transparency Act (CTA).

Under that interim rule, the regulatory definition of “reporting company” was revised to mean only entities formed under a foreign country’s law that have registered to do business in any U.S. State or Tribal jurisdiction (i.e., foreign reporting companies).

Domestic U.S. LLCs (U.S. companies formed under U.S. law) are no longer required to file BOI reports with FinCEN under this interim rule. (FinCEN announcement and guide) Who still must (or may) report: - Foreign entities that register to do business in U.S. states (i.e., non-U.S. companies registering in the U.S.) that meet the reporting-company definition and don’t qualify for an exemption must file BOI reports with FinCEN.

FinCEN set new deadlines for those foreign reporting companies (see timelines below). U.S. persons and domestic U.S. companies are exempt under the March 2025 interim final rule. (FinCEN announcement) Definitions and required information (still relevant for entities that must report): - Beneficial owner: any individual who directly or indirectly (a) exercises substantial control over a company, or (b) owns or controls at least 25% of the ownership interests.

Company applicant: the individual who directly files or is primarily responsible for filing the document that creates or registers the company. BOI reports require specific pieces of information about the company, its beneficial owners, and, in some cases, its company applicants, including full legal name, date of birth, current address, and a unique identifying number from a passport, driver’s license, or other acceptable ID plus an image of that ID (or a FinCEN identifier). (Small Entity Compliance Guide) Filing mechanism and timelines (post-March-2025 rule for foreign reporting companies): - FinCEN’s BOI e‑filing system ( https://boiefiling.fincen.gov ) is the filing channel.

New deadlines under the March 2025 interim final rule: foreign reporting companies registered to do business in the U.S. before March 26, 2025, had to file by April 25, 2025; companies registering on or after March 26, 2025 have 30 calendar days to file after actual or public notice that their registration is effective. (FinCEN announcement & Small Entity Guide) Updates, corrections, and recordkeeping: - Reporting companies must update or correct BOI reports for certain changes (e.g., ownership changes, changes to reported beneficial owner info) within 30 days of learning of the change or inaccuracy.

There is a 90-calendar-day safe harbor to correct mistakes to avoid penalties in some circumstances. (Small Entity Compliance Guide) Exemptions and special rules: - Prior exemptions (large operating companies, inactive entities, publicly traded companies, regulated entities, certain subsidiaries) remain a key part of the regulatory framework for entities that otherwise would be reporting companies; the March 2025 interim final rule specifically exempted entities previously considered “domestic reporting companies.” Practitioners should still evaluate subsidiary and large-operating-company tests where relevant for foreign entities. (Small Entity Compliance Guide; law firm commentary on subsidiary rule) Penalties and enforcement: - Willful failure to report complete or updated BOI may result in enforcement including civil penalties (up to $500 per day) and criminal penalties (imprisonment up to two years and/or fines up to $10,000).

FinCEN describes enforcement factors and a safe harbor for timely corrections. (Small Entity Compliance Guide) Privacy, access, and safeguards: - BOI reports are held in a secure, non-public FinCEN database with access controls governed by the Beneficial Ownership Information Access and Safeguards Rule; authorized users (law enforcement, certain financial institutions, national security users, and others authorized by statute/regulation) can access information for authorized purposes.

FinCEN emphasizes security and confidentiality controls. (FinCEN FAQ and Access & Safeguards materials) State-level interaction and implications for U.S. LLCs: - State secretary-of-state filings and registration activities do not replace FinCEN BOI filings when a reporting company is required to file at the federal level.

However, under the March 2025 interim final rule, most domestic U.S. LLCs are exempt from BOI filing with FinCEN.

Important exception to check: a foreign company (formed under foreign law) that registers to do business in a U.S. state is treated as a reporting company under the revised definition and may need to file with FinCEN even though it also files state-level registration documents.

State-registered agents do not substitute for FinCEN reporting—foreign reporters must file with FinCEN per federal rule. (FinCEN FAQ & Small Entity Guide) Practical guidance and compliance checklist for U.S.

LLC founders (recommended blog content items): 1. Determine if your entity is a domestic U.S. company (formed under U.S. state law) or a foreign company (formed under a non-U.S. jurisdiction) registered in the U.S. — domestic U.S.

LLCs currently exempt under March 2025 interim final rule.

Key current rule status (as of 2026-01-03): - Major change: On March 21, 2025, FinCEN announced and on March 26, 2025 issued an interim final rule that removes the BOI reporting requirement for U.S. companies and U.S. persons under the Corporate Transparency Act (CTA).

Under that interim rule, the regulatory definition of “reporting company” was revised to mean only entities formed under a foreign country’s law that have registered to do business in any U.S. State or Tribal jurisdiction (i.e., foreign reporting companies).

Domestic U.S. LLCs (U.S. companies formed under U.S. law) are no longer required to file BOI reports with FinCEN under this interim rule. (FinCEN announcement and guide) Who still must (or may) report: - Foreign entities that register to do business in U.S. states (i.e., non-U.S. companies registering in the U.S.) that meet the reporting-company definition and don’t qualify for an exemption must file BOI reports with FinCEN.

FinCEN set new deadlines for those foreign reporting companies (see timelines below). U.S. persons and domestic U.S. companies are exempt under the March 2025 interim final rule. (FinCEN announcement) Definitions and required information (still relevant for entities that must report): - Beneficial owner: any individual who directly or indirectly (a) exercises substantial control over a company, or (b) owns or controls at least 25% of the ownership interests.

Company applicant: the individual who directly files or is primarily responsible for filing the document that creates or registers the company. BOI reports require specific pieces of information about the company, its beneficial owners, and, in some cases, its company applicants, including full legal name, date of birth, current address, and a unique identifying number from a passport, driver’s license, or other acceptable ID plus an image of that ID (or a FinCEN identifier). (Small Entity Compliance Guide) Filing mechanism and timelines (post-March-2025 rule for foreign reporting companies): - FinCEN’s BOI e‑filing system ( https://boiefiling.fincen.gov ) is the filing channel.

New deadlines under the March 2025 interim final rule: foreign reporting companies registered to do business in the U.S. before March 26, 2025, had to file by April 25, 2025; companies registering on or after March 26, 2025 have 30 calendar days to file after actual or public notice that their registration is effective. (FinCEN announcement & Small Entity Guide) Updates, corrections, and recordkeeping: - Reporting companies must update or correct BOI reports for certain changes (e.g., ownership changes, changes to reported beneficial owner info) within 30 days of learning of the change or inaccuracy.

There is a 90-calendar-day safe harbor to correct mistakes to avoid penalties in some circumstances. (Small Entity Compliance Guide) Exemptions and special rules: - Prior exemptions (large operating companies, inactive entities, publicly traded companies, regulated entities, certain subsidiaries) remain a key part of the regulatory framework for entities that otherwise would be reporting companies; the March 2025 interim final rule specifically exempted entities previously considered “domestic reporting companies.” Practitioners should still evaluate subsidiary and large-operating-company tests where relevant for foreign entities. (Small Entity Compliance Guide; law firm commentary on subsidiary rule) Penalties and enforcement: - Willful failure to report complete or updated BOI may result in enforcement including civil penalties (up to $500 per day) and criminal penalties (imprisonment up to two years and/or fines up to $10,000).

FinCEN describes enforcement factors and a safe harbor for timely corrections. (Small Entity Compliance Guide) Privacy, access, and safeguards:

- State secretary-of-state filings and registration activities do not replace FinCEN BOI filings when a reporting company is required to file at the federal level. However, under the March 2025 interim final rule, most domestic U.S.

LLCs are exempt from BOI filing with FinCEN. Important exception to check: a foreign company (formed under foreign law) that registers to do business in a U.S. state is treated as a reporting company under the revised definition and may need to file with FinCEN even though it also files state-level registration documents.

State-registered agents do not substitute for FinCEN reporting—foreign reporters must file with FinCEN per federal rule. (FinCEN FAQ & Small Entity Guide) Practical guidance and compliance checklist for U.S.

LLC founders (recommended blog content items): 1. Determine if your entity is a domestic U.S. company (formed under U.S. state law) or a foreign company (formed under a non-U.S. jurisdiction) registered in the U.S. — domestic U.S.

LLCs currently exempt under March 2025 interim final rule.

• BOI reports are held in a secure, non-public FinCEN database with access controls governed by the Beneficial Ownership Information Access and Safeguards Rule; authorized users (law enforcement, certain financial institutions, national security users, and others authorized by statute/regulation) can access information for authorized purposes. FinCEN emphasizes security and confidentiality controls. (FinCEN FAQ and Access & Safeguards materials) State-level interaction and implications for U.S. LLCs:

If your company is foreign and registered in the U.S., or you have a foreign subsidiary that registered in the U.S., determine whether you meet any exemptions (large operating company, subsidiary, regulated entity, etc.).

If reporting applies

appoint the company applicant (individual responsible for the filing), collect beneficial owner information (name, DOB, address, ID type and number, image of ID or FinCEN identifier), and prepare to file via the FinCEN BOI e‑filing system.

Put in place an internal policy and records retention for BOI data, a procedure for obtaining and verifying owner IDs, and a 30-day monitoring/notification process for changes that trigger updates.

Plan for privacy and access concerns

limit copies of identity documents, implement secure storage, and consider obtaining FinCEN identifiers for commonly reported individuals.

If you have non-U.S. owners or foreign registration

consult counsel to confirm filing obligations and exemptions. Suggested blog + newsletter elements (to be developed into full content): - Title: "BOI compliance for U.S. LLCs: What founders need to know in 2026" - Short excerpt/meta description: "Expert guidance on BOI/FinCEN: What U.S. LLC owners need to know about current reporting obligations, exemptions, and practical next steps." - Key sections: Executive summary (current status), who must report now (foreign reporting companies), definitions (beneficial owner/company applicant), required data & how to file, timelines and updates, exemptions, penalties, state interactions, practical checklist, templates and sample owner-data collection form, FAQs for small business owners. Bottom line for your target audience (U.S. business owners, LLC founders): - As of the March 2025 FinCEN interim final rule, domestic U.S. LLCs formed under U.S. law are not required to file BOI reports with FinCEN. However, you should: (a) confirm your company’s formation jurisdiction and ownership structure; (b) if your entity is a foreign company registered in the U.S. or has foreign-registered affiliates, evaluate whether BOI filing obligations apply; (c) maintain internal BOI records and practices to respond quickly if regulations change or if you cease to qualify for an exemption; and (d) consult counsel for complex ownership structures or cross-border issues. Monitor FinCEN guidance for any further rulemaking or litigation developments.