BOI compliance interpretation for first-generation entrepreneurs

Key findings (concise summary for first-generation U.S. entrepreneurs): 1) Major definitional update (March 26, 2025 interim final rule): FinCEN revised the rule so that "reporting company" now means primarily foreign entities that have registered to do business in a U.S. state or tribal jurisdiction by filing a document with a secretary of state or similar office.

FinCEN formally exempted entities previously known as "domestic reporting companies" from the CTA’s BOI reporting requirements. That means most purely domestic U.S.

LLCs and corporations (formed under U.S. law and not registered as foreign entities) are exempt under the March 26, 2025 interim final rule. However, entities that are foreign and registered to do business in the U.S. may still be reporting companies. 2) Deadlines and transitional rules (for entities that remain reporting companies): - FinCEN’s guidance sets deadlines tied to registration dates.

For foreign reporting companies registered before March 26, 2025, the filing deadline was April 25, 2025. For companies registered on or after March 26, 2025, initial reports must be filed within 30 days of receipt of notice their registration is effective. - Earlier deadlines set in the 2023/2024 guidance (e.g., Jan 1, 2025 for pre-2024 companies or 90 days for companies formed in 2024) are superseded where the March 26, 2025 interim final rule changed who is a reporting company.

Guidance sections that conflict with the March 26, 2025 interim final rule should be disregarded per the Small Entity Compliance Guide. 3) Who/what must be reported (when an entity is a reporting company): - BOI reports contain (a) company information (legal name, EIN/Tax ID or foreign tax ID, formation state/country, U.S. address); (b) beneficial owners (individuals who directly or indirectly own at least 25% of the company OR exercise "substantial control"); and (c) company applicants (individuals who filed or directed the filing of formation documents) for companies formed on or after Jan 1, 2024 (but company applicant reporting applies only to reporting companies). - Required data for each individual: full name, date of birth, home address, state ID number (e.g., driver’s license) or passport number, and an image of that ID — unless the individual has and uses a FinCEN identifier. - FinCEN identifiers: Individuals and reporting companies may request a FinCEN identifier after submitting the required info; once issued, the identifier can be used in place of providing full personal details in future reports. 4) Updates, corrections, and enforcement risk: - Reporting companies must file updated BOI reports within 30 days of any change to the reported company information or beneficial owners.

If an inaccuracy is discovered, corrections must be made within 30 days of learning of the inaccuracy. There is a statutory safe harbor for voluntary corrections made within 90 days of an original deadline. - Civil penalties: up to $500 per day (adjusted for inflation; $591 was noted in FinCEN FAQs in 2024) for willful noncompliance.

Criminal penalties: fines and up to 2 years imprisonment for willful violations (e.g., willfully failing to file or filing false information).

Key findings (concise summary for first-generation U.S. entrepreneurs): 1) Major definitional update (March 26, 2025 interim final rule): FinCEN revised the rule so that "reporting company" now means primarily foreign entities that have registered to do business in a U.S. state or tribal jurisdiction by filing a document with a secretary of state or similar office.

FinCEN formally exempted entities previously known as "domestic reporting companies" from the CTA’s BOI reporting requirements. That means most purely domestic U.S.

LLCs and corporations (formed under U.S. law and not registered as foreign entities) are exempt under the March 26, 2025 interim final rule. However, entities that are foreign and registered to do business in the U.S. may still be reporting companies. 2) Deadlines and transitional rules (for entities that remain reporting companies): - FinCEN’s guidance sets deadlines tied to registration dates.

For foreign reporting companies registered before March 26, 2025, the filing deadline was April 25, 2025. For companies registered on or after March 26, 2025, initial reports must be filed within 30 days of receipt of notice their registration is effective. - Earlier deadlines set in the 2023/2024 guidance (e.g., Jan 1, 2025 for pre-2024 companies or 90 days for companies formed in 2024) are superseded where the March 26, 2025 interim final rule changed who is a reporting company.

Guidance sections that conflict with the March 26, 2025 interim final rule should be disregarded per the Small Entity Compliance Guide. 3) Who/what must be reported (when an entity is a reporting company): - BOI reports contain (a) company information (legal name, EIN/Tax ID or foreign tax ID, formation state/country, U.S. address); (b) beneficial owners (individuals who directly or indirectly own at least 25% of the company OR exercise "substantial control"); and (c) company applicants (individuals who filed or directed the filing of formation documents) for companies formed on or after Jan 1, 2024 (but company applicant reporting applies only to reporting companies).

4) Updates, corrections, and enforcement risk: - Reporting companies must file updated BOI reports within 30 days of any change to the reported company information or beneficial owners. If an inaccuracy is discovered, corrections must be made within 30 days of learning of the inaccuracy.

There is a statutory safe harbor for voluntary corrections made within 90 days of an original deadline. - Civil penalties: up to $500 per day (adjusted for inflation; $591 was noted in FinCEN FAQs in 2024) for willful noncompliance.

Criminal penalties: fines and up to 2 years imprisonment for willful violations (e.g., willfully failing to file or filing false information).

• Required data for each individual: full name, date of birth, home address, state ID number (e.g., driver’s license) or passport number, and an image of that ID — unless the individual has and uses a FinCEN identifier.
• FinCEN identifiers: Individuals and reporting companies may request a FinCEN identifier after submitting the required info; once issued, the identifier can be used in place of providing full personal details in future reports.

Data access and privacy

- BOI data is stored in FinCEN’s centralized secure database and is not publicly available. FinCEN will share BOI with authorized government users (e.g., federal law enforcement, national security agencies) and with certain financial institutions or other parties in narrow, statutorily defined circumstances. FinCEN emphasizes rigorous federal information security controls but privacy and use limitations are important practical considerations.

Practical implications and checklist for first-generation entrepreneurs (U.S. LLC/corp founders)

- Step 1: Determine whether your entity is a reporting company under the current FinCEN rule. If your company is a domestic entity formed under U.S. law and not a foreign entity registered to do business in the U.S., the March 26, 2025 interim final rule likely exempts you. However, if your entity is foreign and registered to do business in a U.S. state (i.e., a foreign LLC/corp), you likely must file. - Step 2: If you previously filed a BOI report and later determine your entity is exempt under the new rule, file an updated BOI report indicating the entity is now exempt (FinCEN guidance explains how to do this). - Step 3: Collect and securely store the information you would need to report (legal entity details, list of beneficial owners with ownership percentages and/or description of substantial control, government ID images, home addresses, DOBs). Even if exempt, keeping this information internally reduces future friction and supports due diligence for banks or investors. - Step 4: Consider obtaining FinCEN identifiers for individuals who are likely to be reported repeatedly — this can simplify future reporting and protect some personal data exposure. - Step 5: Designate a point person (founder, compliance officer, or outside counsel) responsible for monitoring changes to ownership/control and for filing required updates within 30 days. - Step 6: Consult counsel if ownership is layered (intermediate entities, trusts, foreign owners) — indirect ownership and complex control arrangements can change who counts as a beneficial owner. - Step 7: Check state-specific rules: some states may have their own beneficial ownership or disclosure requirements; confirm Secretary of State guidance and any state-level registries. 7) Common pitfalls for first-generation entrepreneurs: - Assuming that providing formation documents to a service provider means the service provider (or applicant) is not reportable — company applicants are the individuals who actually filed or directed the filing. - Failing to consider indirect ownership through entities or trusts. - Not updating reports within the 30-day window after ownership or control changes. - Overlooking whether the entity is a foreign registrant in the U.S., which would change reporting obligations. Practical next steps / recommendations for the user (US business owners, LLC founders): - Verify entity status: confirm whether your company is domestic or a foreign entity registered in the US. If domestic and you haven’t filed, you may be exempt under the March 26, 2025 interim final rule — but verify current FinCEN guidance and consult counsel before concluding you need not file. - If you are required to file (e.g., foreign registered company), prepare to file promptly and gather required identity documents and ownership/control documentation; consider obtaining FinCEN identifiers for individuals. - If you already filed before the March 26, 2025 change and now believe you’re exempt, file an updated BOI report indicating exempt status. - Build a simple internal compliance checklist and calendar to track 30-day update obligations and to capture changes in ownership/control. - Seek competent legal or accounting help for layered ownership structures, foreign ownership, or if you’re unsure.