BOI compliance guidance for non-U.S. residents

Summary of findings and recommended guidance for BOI compliance for non-U.S. residents (foreign entrepreneurs and foreign-owned US businesses) Key conclusions - As of March 26, 2025, FinCEN issued an interim final rule narrowing Corporate Transparency Act (CTA) BOI reporting obligations so that only “foreign reporting companies” (entities formed under foreign law that have registered to do business in a U.S. state or tribal jurisdiction by filing with a secretary of state or similar office) are required to file BOI reports with FinCEN.

Domestic U.S. entities (entities created in the United States) and U.S. persons are generally exempt from BOI reporting under this interim final rule. - Foreign reporting companies that are required to report must file BOI reports only for non-U.S. beneficial owners (FinCEN does not require reporting of U.S. persons’ BOI by foreign reporting companies). - Deadlines (per FinCEN guidance and the IFR): - Foreign entities registered to do business in the U.S. before March 26, 2025: file BOI reports by April 25, 2025. - Foreign entities registering on or after March 26, 2025: file an initial BOI report within 30 calendar days after receiving notice that their registration to do business is effective. - FinCEN provides a BOI e-filing system and published FAQs and a Small Entity Compliance Guide to help identify reporting companies, exemptions (23 listed exemptions), required data elements, and filing procedures.

Practical compliance guidance for non-U.S. residents / foreign entrepreneurs 1. Confirm whether your entity is a "foreign reporting company": - Is the entity formed under foreign law and registered to do business in any U.S. state or tribal jurisdiction by filing with a secretary of state (or similar office)?

If yes, it likely meets the reporting-company definition and may need to report. - U.S.-created entities (domestic entities) are exempt under the March 26, 2025 interim final rule; do not assume U.S. domestic LLCs owned by foreign persons must report. 2.

Check whether your entity qualifies for one of FinCEN’s 23 exemptions (e.g., certain large operating companies, some regulated entities, publicly traded companies, certain pooled investment vehicles) using the FinCEN FAQs and Small Entity Compliance Guide.

Summary of findings and recommended guidance for BOI compliance for non-U.S. residents (foreign entrepreneurs and foreign-owned US businesses) Key conclusions - As of March 26, 2025, FinCEN issued an interim final rule narrowing Corporate Transparency Act (CTA) BOI reporting obligations so that only “foreign reporting companies” (entities formed under foreign law that have registered to do business in a U.S. state or tribal jurisdiction by filing with a secretary of state or similar office) are required to file BOI reports with FinCEN.

Domestic U.S. entities (entities created in the United States) and U.S. persons are generally exempt from BOI reporting under this interim final rule.

- Foreign entities registered to do business in the U.S. before March 26, 2025: file BOI reports by April 25, 2025. - Foreign entities registering on or after March 26, 2025: file an initial BOI report within 30 calendar days after receiving notice that their registration to do business is effective. - FinCEN provides a BOI e-filing system and published FAQs and a Small Entity Compliance Guide to help identify reporting companies, exemptions (23 listed exemptions), required data elements, and filing procedures.

Practical compliance guidance for non-U.S. residents / foreign entrepreneurs 1. Confirm whether your entity is a "foreign reporting company":

- U.S.-created entities (domestic entities) are exempt under the March 26, 2025 interim final rule; do not assume U.S. domestic LLCs owned by foreign persons must report. 2. Check whether your entity qualifies for one of FinCEN’s 23 exemptions (e.g., certain large operating companies, some regulated entities, publicly traded companies, certain pooled investment vehicles) using the FinCEN FAQs and Small Entity Compliance Guide.

• Foreign reporting companies that are required to report must file BOI reports only for non-U.S. beneficial owners (FinCEN does not require reporting of U.S. persons’ BOI by foreign reporting companies).
• Deadlines (per FinCEN guidance and the IFR):
• Is the entity formed under foreign law and registered to do business in any U.S. state or tribal jurisdiction by filing with a secretary of state (or similar office)? If yes, it likely meets the reporting-company definition and may need to report.

Determine whose BOI must be collected and reported

- For foreign reporting companies, report the BOI of beneficial owners who are non-U.S. persons (FinCEN’s IFR states foreign companies do not need to report BOI for U.S. persons). - Required identifying fields typically include full legal name, date of birth, address, and an identifying number (SSN/TIN for U.S. persons or passport number + country for foreign persons) and an image of the identification document when required. Also collect information for the company applicant(s).

Collect documentation and prepare to file

- Gather identity documents for beneficial owners (passports for foreign beneficial owners, identify non-U.S. tax IDs where applicable) and prepare business formation and registration evidence showing registration date with the state SOS. - Use the FinCEN BOI E-Filing System for submissions; consider creating a FinCEN ID for filers (optional but available).

Coordinate timing with state registration activities

- For foreign entities planning to register (foreign qualification) in a state, remember the 30-day filing window after effective registration (post-March 26, 2025 rule). Sync BOI collection with your state SOS filing to meet the deadline.

Address privacy and nominee/trust structures carefully

- The IFR and FinCEN guidance emphasize reporting of the individuals who qualify as beneficial owners and company applicants. Use legal counsel to analyse nominee arrangements, trusts, or layered foreign entities to determine which individuals meet the CTA/FinCEN definitions of beneficial owner or company applicant.

Use counsel or experienced service providers

- Because of the complexity (exemptions, cross-border identity verification, interaction with state registration), foreign entrepreneurs should consider using corporate counsel, registered agents, or specialized BOI/AML service providers to ensure accurate collection and timely filing.

Monitor rule changes and guidance

- The March 26, 2025 action is an interim final rule (IFR) with a comment period; final rules or additional guidance may follow. Continue to monitor FinCEN’s BOI page and official FAQs for updates. 9. Understand penalties and enforcement risk: - Noncompliance risks include civil and potentially criminal penalties under the CTA and enforcement by FinCEN; confirm the current penalty regime and consult counsel if you miss a deadline or need to correct a filed report. State-specific considerations (general U.S. guidance): - A foreign entity becomes a ‘reporting company’ by virtue of registering to do business (foreign qualification) with a state SOS. That registration event is the trigger for the 30‑day initial filing period for entities registered on/after March 26, 2025, and the April 25, 2025 special deadline for those already registered. - Domestic U.S. LLCs and other entities formed in the U.S. do not need to file BOI with FinCEN under the IFR, but they still must comply with state-level corporate filings (annual reports, franchise taxes) and IRS obligations (EIN, tax filings). State SOS pages often re-post FinCEN materials and flowcharts for local businesses.