BOI compliance handoff to assistants

BOI Compliance Handoff to Assistants: Navigating New Rules and Ensuring Security

A significant shift has occurred in Beneficial Ownership Information (BOI) reporting under the Corporate Transparency Act (CTA). On March 26, 2025, FinCEN issued an Interim Final Rule (IFR) that materially narrowed the scope of BOI reporting, primarily focusing on foreign reporting companies. This means most U.S. domestic reporting companies and U.S. persons are now exempt from federal BOI reporting to FinCEN. Despite this federal exemption for many, establishing robust internal procedures for BOI compliance remains crucial for all businesses, especially for managing potential future changes and emerging state-level requirements. This guide provides a practical playbook for delegating BOI compliance tasks to assistants or third-party providers, ensuring accuracy, security, and auditability.

Current Federal Status: A Major Shift in BOI Reporting

On March 26, 2025, FinCEN published an Interim Final Rule (IFR) that significantly altered the landscape of BOI reporting. This rule exempted domestic reporting companies (U.S.-formed entities and U.S. persons) from the requirement to report beneficial ownership information to FinCEN. The IFR redefined "reporting company" to primarily include entities formed under foreign law that are registered to do business in the U.S. (i.e., foreign reporting companies). For these foreign reporting companies, new deadlines were set for filing or updating BOI reports. FinCEN's official pages and FAQs reflect these changes and the updated filing deadlines.

Delegating BOI Filing: Who Can File and Best Practices

FinCEN explicitly states that any individual authorized by a reporting company—be it an employee, owner, or third-party service provider—can file a BOI report on the company's behalf. The filer must provide their contact information and certify that the submitted information is true, correct, and complete. While FinCEN doesn't mandate specific records validating authorization for third-party service providers, it strongly advises maintaining documentary evidence of authorization and filing confirmations. This is a critical step to mitigate risks, as willful false or fraudulent BOI reports can lead to civil or criminal penalties for the filer. The BOI E-Filing system provides submission acknowledgments and downloadable transcripts, and third-party providers can also file via FinCEN API.

Practical Handoff Best Practices: An SOP Checklist

To ensure a smooth, compliant, and secure BOI compliance process when delegating tasks, consider implementing the following Standard Operating Procedure (SOP) checklist:

1. Assign Roles & Authority: Designate a single responsible company officer and authorized assistant(s) or third-party provider. Formalize this with a written authorization letter. Maintain a register of authorized filers, including contact information and dated signatures.
2. Data Collection Package: For each beneficial owner and company applicant, collect their full legal name, date of birth, residential or business street address, and unique identifying document information (e.g., unexpired passport, state driver’s license, or state ID details as required by FinCEN/state rules). Securely save copies of these ID documents.
3. Identity Verification & Documentation: Require the assistant to verify identity documentation against originals or certified copies. Document the verification steps, date, and staff initials.
4. Preparation of BOI Submission: Utilize the official BOI E-Filing application or an authorized third-party API to prepare the report. The filer must be ready to provide their contact information and certify the report's accuracy.
5. Submission & Confirmation: Immediately after submission, obtain the E-Filing acknowledgment or transcript. Store this confirmation securely within the company’s records. If using a third-party provider, ensure they deliver confirmation transcripts and a chain-of-custody record for data transfer.
6. Recordkeeping & Retention: Although FinCEN doesn't mandate specific authorization records for third parties, best practice dictates retaining authorization letters, engagement agreements, verification logs, submission transcripts, acknowledgments, and copies of supporting ID documents for a recommended period (e.g., 5 years). Label and encrypt all stored BOI records.
7. Data Security & Access Controls: Limit access to BOI data to only those with a need-to-know. Implement Multi-Factor Authentication (MFA) for accounts used to access or submit BOI information. Store BOI data in encrypted formats and transfer Personally Identifiable Information (PII) exclusively through secure portals or encrypted channels.
8. Training & Review: Provide comprehensive training to assistants on BOI data requirements, accuracy expectations, privacy and security obligations, and the consequences of willful misstatements. Mandate management review and sign-off before any submission.
9. Audit Trail: Maintain a clear, auditable chain-of-custody for all stages: data collection, verification, submission, and updates. This includes documenting who collected what, who verified, who submitted, and when confirmations were received.

State-Specific Considerations: The New York LLC Transparency Act

While federal reporting has narrowed, state-level requirements are emerging. New York's LLC Transparency Act, effective January 1, 2026, introduces a state-level beneficial ownership disclosure requirement specifically for foreign (non-U.S.) LLCs authorized to do business in New York. These entities must file initial and annual electronic disclosures or attestations of exemption, pay a small filing fee, and face penalties for non-compliance. If your business is a foreign LLC operating in New York, compliance with NY DOS rules is mandatory, even if you are exempt from federal FinCEN reporting. Other states have considered similar legislation, so businesses should remain vigilant for new state-level BOI laws.

Where to Get Help / Tools

For authoritative guidance, FinCEN's official website (FinCEN.gov), including its BOI main page and FAQs, is the primary resource for federal regulatory text and practical submission logistics. Compliance vendors and law firms offer managed filing services, SOP templates, and consulting to assist with BOI report preparation, submission, and secure recordkeeping.

Conclusion

Even with the recent federal exemptions for most U.S. domestic companies, establishing a robust internal BOI handoff Standard Operating Procedure (SOP) for assistants is a critical compliance-first strategy. This approach protects your business from the risks of inaccurate filings, ensures readiness for potential future federal or state regulatory changes, and upholds strong data security and auditability. Focus on following FinCEN’s filing process (if applicable), meticulously documenting authorizations, verifying identities, and securely storing all submission confirmations.