BOI compliance help

Blog post: BOI compliance help Executive summary As of January 1, 2024 FinCEN’s Beneficial Ownership Information (BOI) reporting system went live; however, a major change occurred on March 26, 2025: FinCEN issued an interim final rule that removed the BOI reporting requirement for entities created in the United States (previously “domestic reporting companies”).

Under the current rule (March 26, 2025 interim final rule), the primary BOI reporting obligation applies to certain foreign entities that have registered to do business in a U.S. state or tribal jurisdiction (i.e., foreign reporting companies).

Domestic U.S. companies generally are exempt. Because the regulatory landscape changed, U.S. business owners and LLC founders must (1) confirm whether their entity is a reporting company under the revised definition, (2) determine whether any exemption applies, and (3) follow the adjusted deadlines and filing procedures for foreign reporting companies if applicable.

This post explains the current rules, practical steps, and state-level considerations for U.S. businesses. What changed (high level) - FinCEN’s March 26, 2025 interim final rule revised the definition of “reporting company” so that it now generally means entities formed under foreign law that have registered to do business in a U.S.

State or Tribal jurisdiction. The interim rule exempted entities previously known as domestic reporting companies from BOI reporting to FinCEN. (See FinCEN BOI page and Fact Sheet.) Who must report now (short answer) - Foreign entities that meet the revised definition of a “reporting company” and that do not qualify for an exemption must file BOI reports with FinCEN.

U.S. domestic entities generally are exempt as a result of the March 26, 2025 interim final rule. Carefully confirm your entity’s status (domestic vs. foreign for these purposes) and whether any exemption applies.

Key definitions (what to know) - Beneficial owner: an individual who owns or controls at least 25% of the ownership interests or who exercises substantial control over the entity. - Company applicant: the individual who files, or is primarily responsible for directing or controlling the filing of, the document that creates or registers the company (reporting requirements for company applicants are limited under the current implementation timelines). - Reporting company: under the March 26, 2025 interim final rule, principally foreign entities registered to do business in a U.S. jurisdiction (verify FinCEN guidance for exceptions).

Required data elements (what FinCEN collects) - For each required individual (beneficial owner and in some cases company applicant): full legal name, date of birth, current residential or business street address, and an identifying number and issuing jurisdiction from an acceptable identification document (driver’s license, passport, etc.) plus an image of the ID.

Individuals may obtain a FinCEN identifier that can be provided in lieu of repeating full ID information on a BOI report. Filing process and where to file - Use FinCEN’s BOI E-Filing System to file (FinCEN’s secure portal).

Creating a FinCEN ID is optional but useful (individuals can obtain identifiers to provide on company reports). There is no fee to file BAC directly with FinCEN; beware of scams.

The FinCEN site contains filing instructions, FAQs, and PDFs (Small Entity Compliance Guide). Deadlines and timing (current) - Under the March 26, 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.

Foreign reporting companies that register on or after March 26, 2025, have 30 calendar days after receiving notice that registration is effective to file an initial BOI report. Domestic companies created in the U.S. are exempt and do not have to file under this rule.

Updates, corrections, and recordkeeping - If a reporting company discovers an inaccuracy, it must correct it no later than 30 days after becoming aware of the inaccuracy. Reporting companies must also update BOI reports for qualifying changes (timing rules apply).

FinCEN provides a safe harbor for voluntary corrections submitted within 90 days of an original filing date. Penalties and enforcement - Willful failure to report or willfully providing false BOI may result in civil or criminal penalties.

FinCEN’s guidance references civil penalties up to $500 per day and criminal penalties including imprisonment up to two years and/or fines up to $10,000 (enforcement will consider mitigating factors and safe harbor provisions for timely corrections).

Exemptions to watch for - FinCEN’s rule includes multiple exemptions (examples: certain large operating companies, heavily regulated entities, inactive or nonoperational entities that meet specified conditions).

Under the March 26, 2025 interim final rule, entities created in the U.S. are exempt from BOI reporting to FinCEN. Always confirm with the FinCEN exemption list and your counsel.

State-level considerations (practical guidance for US businesses and LLC founders) - States do not administer FinCEN’s BOI reporting system. Most state Secretaries of State continue to process entity formation and registration filings; however, a company’s state registration may trigger FinCEN deadlines for foreign reporting companies (FinCEN uses the public notice of registration as a timing event).

Even though domestic U.S. entities were exempted by the March 26, 2025 interim final rule, U.S. business owners should: - Keep accurate formation records and track registration dates and any foreign registration notices that could implicate BOI filing deadlines for foreign entities. - Monitor state SOS pages for any state-level transparency initiatives (some states previously considered or enacted their own registries or informational requirements—check your state SOS for updates). - For Delaware, Nevada, California, New York and other large jurisdictions: check the Secretary of State (or similar) guidance pages and business services notices for any state-specific filing guidance or outreach related to BOI and related transparency laws.

Practical compliance checklist (steps for business owners) 1. Determine whether your entity is a reporting company under the March 26, 2025 interim final rule (foreign vs. domestic for BOI purposes). 2.

If a reporting company, determine applicable deadlines (April 25, 2025 for those registered before March 26, 2025; 30 days after registration effective date for those registered on/after March 26, 2025). 3.

Identify all beneficial owners (25%+ owners or individuals exercising substantial control) and collect required ID elements + a photo of the ID (or encourage obtaining FinCEN identifiers).

Blog post: BOI compliance help Executive summary As of January 1, 2024 FinCEN’s Beneficial Ownership Information (BOI) reporting system went live; however, a major change occurred on March 26, 2025: FinCEN issued an interim final rule that removed the BOI reporting requirement for entities created in the United States (previously “domestic reporting companies”).

Under the current rule (March 26, 2025 interim final rule), the primary BOI reporting obligation applies to certain foreign entities that have registered to do business in a U.S. state or tribal jurisdiction (i.e., foreign reporting companies).

Domestic U.S. companies generally are exempt. Because the regulatory landscape changed, U.S. business owners and LLC founders must (1) confirm whether their entity is a reporting company under the revised definition, (2) determine whether any exemption applies, and (3) follow the adjusted deadlines and filing procedures for foreign reporting companies if applicable.

This post explains the current rules, practical steps, and state-level considerations for U.S. businesses. What changed (high level) - FinCEN’s March 26, 2025 interim final rule revised the definition of “reporting company” so that it now generally means entities formed under foreign law that have registered to do business in a U.S.

State or Tribal jurisdiction. The interim rule exempted entities previously known as domestic reporting companies from BOI reporting to FinCEN. (See FinCEN BOI page and Fact Sheet.) Who must report now (short answer) - Foreign entities that meet the revised definition of a “reporting company” and that do not qualify for an exemption must file BOI reports with FinCEN.

U.S. domestic entities generally are exempt as a result of the March 26, 2025 interim final rule. Carefully confirm your entity’s status (domestic vs. foreign for these purposes) and whether any exemption applies.

Key definitions (what to know) - Beneficial owner: an individual who owns or controls at least 25% of the ownership interests or who exercises substantial control over the entity.

- Reporting company: under the March 26, 2025 interim final rule, principally foreign entities registered to do business in a U.S. jurisdiction (verify FinCEN guidance for exceptions). Required data elements (what FinCEN collects)

- Under the March 26, 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. Foreign reporting companies that register on or after March 26, 2025, have 30 calendar days after receiving notice that registration is effective to file an initial BOI report.

Domestic companies created in the U.S. are exempt and do not have to file under this rule. Updates, corrections, and recordkeeping - If a reporting company discovers an inaccuracy, it must correct it no later than 30 days after becoming aware of the inaccuracy.

Reporting companies must also update BOI reports for qualifying changes (timing rules apply). FinCEN provides a safe harbor for voluntary corrections submitted within 90 days of an original filing date.

Penalties and enforcement - Willful failure to report or willfully providing false BOI may result in civil or criminal penalties. FinCEN’s guidance references civil penalties up to $500 per day and criminal penalties including imprisonment up to two years and/or fines up to $10,000 (enforcement will consider mitigating factors and safe harbor provisions for timely corrections).

Exemptions to watch for - FinCEN’s rule includes multiple exemptions (examples: certain large operating companies, heavily regulated entities, inactive or nonoperational entities that meet specified conditions).

Under the March 26, 2025 interim final rule, entities created in the U.S. are exempt from BOI reporting to FinCEN. Always confirm with the FinCEN exemption list and your counsel.

State-level considerations (practical guidance for US businesses and LLC founders) - States do not administer FinCEN’s BOI reporting system. Most state Secretaries of State continue to process entity formation and registration filings; however, a company’s state registration may trigger FinCEN deadlines for foreign reporting companies (FinCEN uses the public notice of registration as a timing event).

Even though domestic U.S. entities were exempted by the March 26, 2025 interim final rule, U.S. business owners should:

1. Determine whether your entity is a reporting company under the March 26, 2025 interim final rule (foreign vs. domestic for BOI purposes). 2.

If a reporting company, determine applicable deadlines (April 25, 2025 for those registered before March 26, 2025; 30 days after registration effective date for those registered on/after March 26, 2025). 3.

Identify all beneficial owners (25%+ owners or individuals exercising substantial control) and collect required ID elements + a photo of the ID (or encourage obtaining FinCEN identifiers).

• Company applicant: the individual who files, or is primarily responsible for directing or controlling the filing of, the document that creates or registers the company (reporting requirements for company applicants are limited under the current implementation timelines).
• For each required individual (beneficial owner and in some cases company applicant): full legal name, date of birth, current residential or business street address, and an identifying number and issuing jurisdiction from an acceptable identification document (driver’s license, passport, etc.) plus an image of the ID. Individuals may obtain a FinCEN identifier that can be provided in lieu of repeating full ID information on a BOI report. Filing process and where to file
• Use FinCEN’s BOI E-Filing System to file (FinCEN’s secure portal). Creating a FinCEN ID is optional but useful (individuals can obtain identifiers to provide on company reports). There is no fee to file BAC directly with FinCEN; beware of scams. The FinCEN site contains filing instructions, FAQs, and PDFs (Small Entity Compliance Guide). Deadlines and timing (current)
• Keep accurate formation records and track registration dates and any foreign registration notices that could implicate BOI filing deadlines for foreign entities.
• Monitor state SOS pages for any state-level transparency initiatives (some states previously considered or enacted their own registries or informational requirements—check your state SOS for updates).
• For Delaware, Nevada, California, New York and other large jurisdictions: check the Secretary of State (or similar) guidance pages and business services notices for any state-specific filing guidance or outreach related to BOI and related transparency laws. Practical compliance checklist (steps for business owners)

Prepare company-level information (company name, any trade name, jurisdiction of formation, unique company identifiers) for the report.

File via FinCEN’s BOI E-Filing System; keep copies of filings and confirmations.

Establish internal processes to update BOI within 30 days of any qualifying change; correct errors promptly (safe harbor for corrections submitted within 90 days). 7. Train staff (especially legal, finance, and registrars) and watch for phishing or scam attempts—FinCEN does not charge a fee to file. Common pitfalls - Treating state filings as BOI filings—state formation/registration is separate from FinCEN filings. - Failing to centralize documentation and collection of IDs and signatures, leading to missed updates. - Relying on outdated guidance (the March 26, 2025 interim final rule materially changed who must report). - Falling for scams or third-party solicitations for filing fees—only use FinCEN’s official portal. FAQs (short) Q

Do all U.S. LLCs and corporations need to file BOI with FinCEN? A: No — under the March 26, 2025 interim final rule, entities formed in the U.S. (domestic entities) are exempt. Foreign reporting companies registered in the U.S. may still need to file. Always confirm entity status and applicable exemptions. Q: Is there a filing fee? A: No — there is no fee to file BOI directly with FinCEN. Q: How long do I have to correct a mistake in a filed report? A: Corrections must be made promptly; companies must correct inaccuracies no later than 30 days after becoming aware of them. There is a statutory safe harbor for voluntarily submitted corrections within 90 days of the original filing date. Resources (must-visit links) - FinCEN BOI main page (BOI resources, alerts, filing portal) — FinCEN.gov/boi - FinCEN Small Entity Compliance Guide (PDF) — FinCEN small-entity guide - FinCEN BOI FAQs — FinCEN BOI FAQs - FinCEN Fact Sheet and press release on March 26, 2025 interim final rule - IRS page (BOI summary for businesses) — IRS report beneficial owner information Action items for you (next steps)

Confirm whether your entity is domestic or foreign for purposes of FinCEN’s BOI rule and whether any exemption applies.

If you may be a reporting company, collect required ID information now and obtain FinCEN identifiers where helpful.

Set a calendar reminder for updates and corrections (30-day update window).

Consult your business attorney or compliance advisor for entity-specific guidance (especially if you operate across borders or have complex ownership structures). If you want, I can

(a) draft a full blog post in publish-ready format based on this material; (b) create a downloadable BOI compliance checklist and timeline for LLC founders; or (c) gather state Secretary of State guidance links for any specific states you name (Delaware, California, Nevada, New York etc.). Tell me which and I’ll produce the materials.