BOI filing after corporate restructuring

Summary of the research findings (final answer for a US business owner / LLC founder): Key rules and triggers - Initial BOI report: A reporting company created by filing a document with a Secretary of State or similar office must file an Initial BOI report within the applicable statutory period (companies created/registered before Jan 1, 2024 had until Jan 1, 2025 to file; companies created/registered in 2024 generally must file within 90 calendar days after actual or public notice that creation/registration is effective; companies created/registered in 2025 or later must file within 30 calendar days).

If a conversion filing creates a new domestic reporting company under state law, that new entity must file an initial report. (FinCEN guidance.) - Dissolved or merged-out entities: FinCEN has clarified that a nonexempt reporting company that ceases to exist (including merger subsidiaries that merge out) before their initial BOI deadline is still required to file an Initial BOI report.

For practical certainty, FinCEN and practitioners recommend filing before closing where feasible. (FinCEN FAQs; Holland & Knight; Troutman Pepper.) - Updated BOI report: Any change to required company or beneficial-owner information triggers an updated report.

Updated reports must be filed no later than 30 calendar days after the change. There is no materiality threshold: "any change" to the reported required information must be reported.

Examples include changes in legal name, DBA, jurisdiction of formation, principal address, changes in who meets the 25% ownership threshold, or changes in a beneficial owner’s identifying information. (FinCEN FAQs; Small Entity Compliance Guide; Winstead/JDSupra.) - Corrected reports and inaccuracies: If you learn of an inaccuracy, you must correct it no later than 30 days after becoming aware.

FinCEN’s guidance notes there is no penalty if an inaccuracy is corrected within 90 calendar days of filing, but you must still correct as required. (Small Entity Compliance Guide.) Common restructuring scenarios — practical guidance - Merger where target merges into acquiror (surviving entity exists): The surviving reporting company should ensure its BOI remains current; if the surviving company’s required information (name, jurisdiction, TIN, owners) changes as a result of the transaction, file an updated BOI within 30 days.

If a merger creates a new reporting company under state law, the new company must file an initial BOI. (FinCEN FAQs.) - Transitory merger subsidiary (created solely for M&A and merged out): Even if the merger subsidiary is merged out of existence before its initial BOI deadline, FinCEN has clarified that nonexempt, nonsurviving merger subsidiaries must file an initial BOI.

Practitioners recommend filing prior to merger if possible to avoid ambiguity. (Troutman Pepper; Holland & Knight.) - Asset sale (no new reporting company created): If the legal owning entity continues to exist but ownership/control changes so that beneficial owners change (e.g., buyer acquires equity or changes who has substantial control), the reporting company must submit an updated BOI within 30 days of the change.

If the owner transfers assets and the selling entity dissolves, the seller may still have an initial report obligation depending on creation/termination timelines. (FinCEN FAQs; Small Entity Compliance Guide.) - Stock sale (change of ownership percentages): If the sale causes new individuals to meet the 25% ownership threshold or changes who exercises substantial control, an updated report is required within 30 days. (FinCEN guidance.) - Conversion (LLC to corporation or vice versa): Whether a conversion creates a new reporting company depends on state law.

If state law treats the conversion as creating a new entity, that new entity must file an initial BOI. Even if conversion does not create a new entity, name or jurisdiction-of-formation changes arising from conversion may require an updated report. (FinCEN FAQs.) - Foreign-to-domestic or domestic-to-domestic changes of jurisdiction: If a reporting company changes its jurisdiction of formation, it must submit an updated BOI report. (FinCEN FAQs.) - Series LLCs: Treatment depends on state law and whether an individual series is treated as a separate entity created by filing; if a series is a reporting company under the CTA, it must file its own BOI. (FinCEN FAQs and guidance — treat as state-law-dependent.) Effect of EIN, TIN, and FinCEN IDs - TIN reporting: Reporting companies must provide their TIN on BOI reports.

If a restructuring results in a new legal entity with a new EIN, that new entity is likely a separate reporting company and must file an initial report (subject to the usual timing rules). If the same legal entity continues but its TIN changes, update the BOI (TIN is part of the company information that can trigger an updated report). (FinCEN Small Entity Guide; FAQs.) - FinCEN Identifiers: Beneficial owners and company applicants who obtain FinCEN IDs can streamline future updates: when an individual holds a FinCEN ID, they can update their identifying information directly with FinCEN, which can reduce the need for the reporting company to file certain updated reports when only an individual’s personal info changes.

Encourage beneficial owners to register for FinCEN IDs where appropriate. (FinCEN guidance cited in multiple practitioner notes.) Exemptions and successor liability - Exempt entities: If an entity becomes exempt after already filing, FinCEN guidance shows there are special rules (you will identify yourself and check the exemption box).

If an entity was exempt but loses exempt status, the entity must file within 30 days of losing the exemption (with some grandfathering rules for existing entities that had until Jan 1, 2025). (FinCEN FAQs; Small Entity Guide.) - Successor liability: The BOI rules apply to each reporting company; a buyer or successor that constitutes a new reporting company under state law must file its own BOI report.

There is no group or parent-company single-filing option — each reporting company reports separately. (FinCEN FAQ G.2.) Timelines recap - Initial report: 90 days for companies created/registered in 2024; 30 days for companies created/registered in 2025 or later; special Jan 1, 2025 deadline for pre-2024 companies.

Check current FinCEN notices for any administrative deadline adjustments. (FinCEN FAQs; Small Entity Guide.) - Updated report: 30 calendar days after any change in required reported company or beneficial-owner information. (Small Entity Compliance Guide.) - Correction of inaccuracies: Correct within 30 days of learning; no penalty if corrected within 90 calendar days of filing (per guidance). (Small Entity Compliance Guide.) Penalties and enforcement - FinCEN warns that failure to file, willfully filing false information, or willfully failing to update can lead to civil and criminal penalties.

FinCEN FAQ language notes civil penalties of up to $500 per day (adjusted — cited as $591 at one publication date) and criminal penalties up to two years imprisonment and fines up to $10,000 for willful violations.

FinCEN’s Penalties page also cites statutory remedies (civil penalties per violation and criminal penalties) — consult FinCEN’s penalties page and current guidance as amounts and enforcement posture have varied and FinCEN has periodically announced administrative reviews and guidance changes. (FinCEN FAQs; FinCEN penalties page; practitioner alerts.) Practical compliance checklist for restructuring transactions (actionable steps)

If a conversion filing creates a new domestic reporting company under state law, that new entity must file an initial report. (FinCEN guidance.)

- Updated BOI report: Any change to required company or beneficial-owner information triggers an updated report. Updated reports must be filed no later than 30 calendar days after the change.

There is no materiality threshold: "any change" to the reported required information must be reported. Examples include changes in legal name, DBA, jurisdiction of formation, principal address, changes in who meets the 25% ownership threshold, or changes in a beneficial owner’s identifying information. (FinCEN FAQs; Small Entity Compliance Guide; Winstead/JDSupra.) - Corrected reports and inaccuracies: If you learn of an inaccuracy, you must correct it no later than 30 days after becoming aware.

If a merger creates a new reporting company under state law, the new company must file an initial BOI. (FinCEN FAQs.)

- Asset sale (no new reporting company created): If the legal owning entity continues to exist but ownership/control changes so that beneficial owners change (e.g., buyer acquires equity or changes who has substantial control), the reporting company must submit an updated BOI within 30 days of the change.

- Exempt entities: If an entity becomes exempt after already filing, FinCEN guidance shows there are special rules (you will identify yourself and check the exemption box). If an entity was exempt but loses exempt status, the entity must file within 30 days of losing the exemption (with some grandfathering rules for existing entities that had until Jan 1, 2025). (FinCEN FAQs; Small Entity Guide.) - Successor liability: The BOI rules apply to each reporting company; a buyer or successor that constitutes a new reporting company under state law must file its own BOI report.

Dissolved or merged-out entities: FinCEN has clarified that a nonexempt reporting company that ceases to exist (including merger subsidiaries that merge out) before their initial BOI deadline is still required to file an Initial BOI report. For practical certainty, FinCEN and practitioners recommend filing before closing where feasible. (FinCEN FAQs; Holland & Knight; Troutman Pepper.)
Transitory merger subsidiary (created solely for M&A and merged out): Even if the merger subsidiary is merged out of existence before its initial BOI deadline, FinCEN has clarified that nonexempt, nonsurviving merger subsidiaries must file an initial BOI. Practitioners recommend filing prior to merger if possible to avoid ambiguity. (Troutman Pepper; Holland & Knight.)
Conversion (LLC to corporation or vice versa): Whether a conversion creates a new reporting company depends on state law. If state law treats the conversion as creating a new entity, that new entity must file an initial BOI. Even if conversion does not create a new entity, name or jurisdiction-of-formation changes arising from conversion may require an updated report. (FinCEN FAQs.)
Foreign-to-domestic or domestic-to-domestic changes of jurisdiction: If a reporting company changes its jurisdiction of formation, it must submit an updated BOI report. (FinCEN FAQs.)
Series LLCs: Treatment depends on state law and whether an individual series is treated as a separate entity created by filing; if a series is a reporting company under the CTA, it must file its own BOI. (FinCEN FAQs and guidance — treat as state-law-dependent.) Effect of EIN, TIN, and FinCEN IDs
TIN reporting: Reporting companies must provide their TIN on BOI reports. If a restructuring results in a new legal entity with a new EIN, that new entity is likely a separate reporting company and must file an initial report (subject to the usual timing rules). If the same legal entity continues but its TIN changes, update the BOI (TIN is part of the company information that can trigger an updated report). (FinCEN Small Entity Guide; FAQs.)
FinCEN Identifiers: Beneficial owners and company applicants who obtain FinCEN IDs can streamline future updates: when an individual holds a FinCEN ID, they can update their identifying information directly with FinCEN, which can reduce the need for the reporting company to file certain updated reports when only an individual’s personal info changes. Encourage beneficial owners to register for FinCEN IDs where appropriate. (FinCEN guidance cited in multiple practitioner notes.) Exemptions and successor liability

Determine whether transaction creates a new reporting company under the law of the jurisdiction where the filing is made (ask your outside counsel)

if yes, prepare an Initial BOI for that new company within the applicable initial-report deadline.

For entities that will be merged out or dissolved before the filing deadline, plan to file the Initial BOI for that entity before the entity ceases to exist (or promptly after, per FinCEN guidance). Filing before closing avoids ambiguity about what point-in-time to report.

Gather required BOI data early

legal company name(s), trade/DBA names, jurisdiction of formation, TIN/EIN, complete current address, and for each beneficial owner — full name, date of birth, current address, unique identifying number and issuing jurisdiction from an acceptable ID, and an image of the ID (or FinCEN ID where available).

Obtain FinCEN IDs for beneficial owners and company applicants where practical — they simplify future updates.

If the transaction will change beneficial owners (25%+ ownership or substantial control), plan to file an updated report within 30 days of the change and ensure the buyer and seller coordinate disclosures and timing. 6. If you discover any inaccurate information, correct it within 30 days of discovery and note there is safe-harbor guidance for correcting within 90 days of filing (per FinCEN guide).

Coordinate BOI filings with corporate closing schedules; when in doubt, file ahead of or contemporaneous with the closing. Document the rationale and point-in-time reflected in each BOI filing.

Keep state filings and corporate records (SOS filings, dissolution/merger confirmation) to evidence dates of creation/termination in case FinCEN asks.

Consult counsel if the restructuring is complex (series LLCs, cross-border changes, successor liability questions, or disputes about whether entity is “created by” filing). Recommended immediate next steps for a US business owner / LLC founder planning or completing restructuring - Ask counsel to

(1) analyze whether the transaction creates a new reporting company under state law; (2) determine which parties have BOI update/initial-report obligations and the correct point-in-time to report; (3) prepare BOI filings as part of the closing checklist. - Start collecting BOI documents early (IDs, proof of addresses, and TINs) and encourage beneficial owners to obtain FinCEN IDs. - If a merger subsidiary or other short-lived entity is involved, plan to prepare and file the Initial BOI promptly — do not assume a merged-out subsidiary is exempt from initial-report requirements. Limitations, caveats, and where to check for updates - FinCEN has issued multiple FAQs, a Small Entity Compliance Guide, and periodic notices that have clarified or adjusted deadlines and interpretations. Practitioner analysis has also evolved (and courts/administration actions have occasionally affected enforcement posture). Because rules and administrative deadlines can change, always verify the current FinCEN BOI FAQs, Small Entity Compliance Guide, and any FinCEN notices close to the transaction date. Answer (concise guidance you can use now): - If your company is created by a filing, treat it as a reporting company and prepare an initial BOI report on the applicable deadline. If your restructuring creates a new legal entity (by conversion or jurisdiction change), that new entity likely must file an initial report. If the restructuring changes who meets the 25% ownership test or who exercises substantial control, file an updated report within 30 days. For short-lived merger subsidiaries and entities that dissolve prior to their initial deadline, FinCEN requires an initial BOI report — don’t assume merger-out or dissolution relieves the obligation. Collect BOI information early, obtain FinCEN IDs for beneficial owners where practical, coordinate BOI filings with counsel and closing timelines, and correct inaccuracies promptly.