BOI documentation reorganization

Current legal framework (status as of 2026-01-03): - FinCEN’s March 26, 2025 interim final rule revised the definition of "reporting company" to cover only certain foreign entities registered to do business in U.S. jurisdictions, and exempted entities created in the United States (previously called "domestic reporting companies") from BOI reporting requirements. - As a result, most U.S.-created LLCs and domestic corporations currently are not required to file BOI reports with FinCEN.

The IFR is effective March 26, 2025; FinCEN has stated it will accept comments and intends to finalize rulemaking in 2025. - Foreign entities that register to do business in the U.S. and meet the new definition of a reporting company must file BOI reports under the IFR deadlines: entities registered before March 26, 2025, had until April 25, 2025; those registering on/after March 26, 2025, have 30 calendar days after notice of registration effectiveness to file. 2) What this means when reorganizing BOI documentation: practical steps - Step 1 — Confirm reporting status: determine whether the entity is (a) a domestic U.S.-created company (currently exempt under the IFR) or (b) a foreign reporting company (still required to report).

If your entity is domestic and remains a U.S.-created company after the reorganization (e.g., internal restructuring, ownership transfers, domestic merger), no FinCEN BOI filing is currently required — but retain documentation internally.

If the reorganization results in registration as a foreign reporting company (for example, a foreign entity registering in a state), the BOI obligations under the IFR may apply. - Step 2 — Keep thorough internal BOI records regardless of filing obligation: maintain up-to-date records of beneficial owners, ownership percentages, identities and ID documents, company applicants (where applicable), operating agreements, formation/registration notices, and minutes showing ownership/control changes.

Even when filing is not required, strong records reduce risk and will speed compliance if rules change. - Step 3 — For reorganizations that create or change a foreign reporting company relationship: prepare an initial BOI report (or updates/corrections) within IFR timelines (30 days after notice/effective date or by the April 25, 2025 transitional date for pre-March-26-2025 registrants).

For changes in reported information, follow FinCEN’s update/correction timelines (IFR and guidance require timely updates — generally within 30 days where the IFR sets 30-day deadlines; earlier Small Entity Guide references 30/90-day frameworks depending on company creation/registration date and whether previously exempt). - Step 4 — Use the FinCEN e-filing system and FinCEN ID: when filing is required, file electronically via FinCEN’s BOI E-Filing System and consider obtaining a FinCEN Identifier.

Filing requires certification the report is true and complete. - Step 5 — Corrective steps and safe harbor: if inaccurate information was filed, voluntary correction within the CTA safe harbor window (the Small Entity Guide notes a safe harbor for voluntary correction within 90 days of the original deadline) can mitigate penalties.

However, willful failure or false reporting remains subject to civil and criminal penalties (civil fines up to $500 per day; criminal penalties up to 2 years imprisonment and/or a fine of up to $10,000, per FinCEN guidance). 3) Reorganizations (merger, conversion, asset sale, change in ownership) — considerations checklist - Determine whether the reorganization creates, dissolves, or converts the entity into one that is a foreign reporting company (IFR focus). - If a domestic company is continuing to exist and remains domestic, keep internal BOI records up to date; no FinCEN submission is required under the IFR as of March 26, 2025. - If a foreign entity registers in the U.S. (or a U.S. entity becomes a foreign reporting company), prepare to submit an initial BOI report within applicable deadlines and to update within the IFR’s amendment timelines (30 days as set by IFR for many triggers). - Retain documentary support for any claimed exemptions; if an entity previously exempt loses that status, file within 30 days of cessation of exemption.

Current legal framework (status as of 2026-01-03): - FinCEN’s March 26, 2025 interim final rule revised the definition of "reporting company" to cover only certain foreign entities registered to do business in U.S. jurisdictions, and exempted entities created in the United States (previously called "domestic reporting companies") from BOI reporting requirements. - As a result, most U.S.-created LLCs and domestic corporations currently are not required to file BOI reports with FinCEN.

The IFR is effective March 26, 2025; FinCEN has stated it will accept comments and intends to finalize rulemaking in 2025. - Foreign entities that register to do business in the U.S. and meet the new definition of a reporting company must file BOI reports under the IFR deadlines: entities registered before March 26, 2025, had until April 25, 2025; those registering on/after March 26, 2025, have 30 calendar days after notice of registration effectiveness to file. 2) What this means when reorganizing BOI documentation: practical steps - Step 1 — Confirm reporting status: determine whether the entity is (a) a domestic U.S.-created company (currently exempt under the IFR) or (b) a foreign reporting company (still required to report).

If your entity is domestic and remains a U.S.-created company after the reorganization (e.g., internal restructuring, ownership transfers, domestic merger), no FinCEN BOI filing is currently required — but retain documentation internally.

If the reorganization results in registration as a foreign reporting company (for example, a foreign entity registering in a state), the BOI obligations under the IFR may apply. - Step 2 — Keep thorough internal BOI records regardless of filing obligation: maintain up-to-date records of beneficial owners, ownership percentages, identities and ID documents, company applicants (where applicable), operating agreements, formation/registration notices, and minutes showing ownership/control changes.

Even when filing is not required, strong records reduce risk and will speed compliance if rules change. - Step 3 — For reorganizations that create or change a foreign reporting company relationship: prepare an initial BOI report (or updates/corrections) within IFR timelines (30 days after notice/effective date or by the April 25, 2025 transitional date for pre-March-26-2025 registrants).

For changes in reported information, follow FinCEN’s update/correction timelines (IFR and guidance require timely updates — generally within 30 days where the IFR sets 30-day deadlines; earlier Small Entity Guide references 30/90-day frameworks depending on company creation/registration date and whether previously exempt). - Step 4 — Use the FinCEN e-filing system and FinCEN ID: when filing is required, file electronically via FinCEN’s BOI E-Filing System and consider obtaining a FinCEN Identifier.

Filing requires certification the report is true and complete. - Step 5 — Corrective steps and safe harbor: if inaccurate information was filed, voluntary correction within the CTA safe harbor window (the Small Entity Guide notes a safe harbor for voluntary correction within 90 days of the original deadline) can mitigate penalties.

However, willful failure or false reporting remains subject to civil and criminal penalties (civil fines up to $500 per day; criminal penalties up to 2 years imprisonment and/or a fine of up to $10,000, per FinCEN guidance). 3) Reorganizations (merger, conversion, asset sale, change in ownership) — considerations checklist

- If a domestic company is continuing to exist and remains domestic, keep internal BOI records up to date; no FinCEN submission is required under the IFR as of March 26, 2025. - If a foreign entity registers in the U.S. (or a U.S. entity becomes a foreign reporting company), prepare to submit an initial BOI report within applicable deadlines and to update within the IFR’s amendment timelines (30 days as set by IFR for many triggers). - Retain documentary support for any claimed exemptions; if an entity previously exempt loses that status, file within 30 days of cessation of exemption.

• Determine whether the reorganization creates, dissolves, or converts the entity into one that is a foreign reporting company (IFR focus).

State-specific interaction (how states matter for US businesses)

- BOI reporting is a federal requirement (FinCEN). State filings (secretary of state filings) matter because either actual notice or public notice of an entity’s formation/registration from the state triggers the federal filing deadline. Thus, when reorganizing, track the state filing dates and notices carefully. - There is not a separate, uniform state-level BOI filing requirement that replaces or duplicates FinCEN’s role; states may have their own records or queries but FinCEN remains the federal BOI repository under the CTA/FinCEN regulatory framework (subject to the IFR change noted above).

Recommended practical documentation and templates to reorganize BOI files - Internal BOI master file

entity name, EIN, formation date, state of formation, registration notices, list of beneficial owners (names, DOB, address, SSN/ITIN or foreign passport + issuance country), ownership percentages or control descriptions, dates of ownership changes, copies of ID documents, FinCEN ID if issued, certifying officer. - Reorganization log: summary of transactions (merger, conversion, transfer), dates, state filings, whether successor or new entity formed, whether foreign registration occurred — and whether that triggers BOI reporting. - Checklist for filing: verify reporting-company status; collect required identifying data for company and beneficial owners; confirm company applicant info if applicable; obtain FinCEN ID; file electronically; keep confirmation records. - Correction/update workflow: internal detection → review → file correction/update within required timeframe (IFR: generally 30 days for many foreign reporting-company triggers) or rely on safe harbor for voluntary corrections where available. 6) Risk management and ongoing monitoring - Although domestic U.S. companies were exempted by the IFR in March 2025, FinCEN solicited comments and signaled additional rulemaking. Monitor FinCEN, the Federal Register, and counsel for changes. Maintain records as if BOI could be required to be filed in the future. - Consider implementing internal policies: annual BOI-data review, acquisition/divestiture playbook that includes BOI checks, and counsel review for cross-border reorganizations. 7) When to get professional help - If your reorganization involves foreign entities, foreign owners, cross-border transfers, or registration of a foreign entity in a U.S. state, consult corporate counsel or compliance specialists experienced with BOI/CTA reporting and the March 2025 IFR. Caveat: This summary reflects authoritative FinCEN materials and secondary analyses current through 2026-01-03. FinCEN’s March 26, 2025 interim final rule significantly changed who must report; future rulemaking could change obligations again. For entity-specific advice (especially involving foreign ownership, cross-border reorganizations, or state-specific filing nuances), obtain tailored legal counsel.