BOI filing for holding LLC structures

As of the interim final rule published March 26, 2025, FinCEN revised the regulatory definition of “reporting company” to cover only entities formed under the law of a foreign country that have registered to do business in any U.S.

State or Tribal jurisdiction by filing a document with a secretary of state (i.e., foreign reporting companies). FinCEN also exempted entities previously known as “domestic reporting companies” and their beneficial owners from the BOI reporting requirement.

Practical effect: Most U.S.-formed LLCs (including holding LLCs formed in the U.S.) and their U.S. beneficial owners are not required to file BOI reports to FinCEN under the CTA while the IFR/exemption remains in effect.

Foreign entities registered in the U.S. that meet the new “reporting company” definition, and that do not otherwise qualify for an exemption, must file BOI reports under the revised deadlines. FinCEN stated it will not enforce BOI penalties or fines against U.S. citizens or domestic reporting companies while the IFR is in effect.

For entity chains (holding LLC owning subsidiary LLCs) FinCEN’s prior and current guidance (still in the FAQs/Small Entity Guide) explains the usual rule: a reporting company reports individuals who directly or indirectly own or control at least 25% of ownership interests or exercise substantial control.

When ownership is held through intermediate entities, generally the reporting company must report the individuals (not intermediate corporate entities) — calculating indirect ownership by multiplying percentages through the chain.

Important special rules apply: If a reporting company’s beneficial owners hold their ownership interests exclusively through a parent company and that parent company is an exempt entity, the reporting company may report the parent company’s name in lieu of individual beneficial owners.

If a beneficial owner holds interests exclusively through multiple exempt entities, a reporting company may report the names of those exempt entities instead of the individual beneficial owner. If the beneficial owners of the reporting company and an intermediate company are the same individuals, a reporting company may report the FinCEN identifier and full legal name of the intermediate company through which the ownership is held.

Exemptions: FinCEN maintains a set of exemptions (e.g., securities reporting issuers, banks, large operating companies meeting the employee/revenue tests, many tax-exempt organizations, certain subsidiaries wholly owned by exempt entities, inactive entities meeting narrow criteria).

A subsidiary exemption applies only where ownership interests are fully (100%) owned or controlled by one or more listed exempt entities; partial ownership by non-exempt entities disqualifies the subsidiary exemption.

Filing mechanics and required data: The BOI e-filing system is the path to submit BOI reports. For each beneficial owner, reporting companies historically must report: name, date of birth, residential address, an identifying number from an acceptable ID (passport, driver’s license, etc.) and an image of that ID.

Reporting companies also must report company-level info (legal name, trade names, jurisdiction of formation/registration, TIN) and — for companies created/registered on or after Jan 1, 2024 — up to two company applicants (individuals directly filing or primarily directing the filing).

Reporting companies must indicate whether a filing is initial, an update, or a correction. Timing / deadlines and updates: Under the March 2025 IFR, FinCEN set filing deadlines for foreign entities registered to do business in the U.S.: entities registered before publication had 30 days from the IFR publication date to file (FinCEN’s public materials cite April 25, 2025 for those registered before March 26, 2025); entities registering on or after publication must file within 30 calendar days after receiving notice their registration is effective.

Updated and corrected BOI reports must be filed when information changes or prior reports contain inaccuracies; prior guidance indicated 30 days for updates, and corrected reports should be submitted as soon as practicable.

FinCEN said it would not enforce BOI penalties against domestic reporting companies or U.S. persons while implementing the IFR. Disregarded entities & TINs: For disregarded entities (single-member LLCs), FinCEN guidance explains approaches to tax identification numbers: a disregarded entity with its own EIN may report that EIN; a disregarded entity owned by a U.S. entity with an EIN may report the owner’s EIN; if owned by a chain of disregarded entities, the TIN of the first owner up the chain that has a TIN may be used.

Single-member LLCs owned by an individual may report the owner’s SSN or ITIN as the entity’s TIN. Practical implications for holding LLC structures and recommended practitioner steps:

As of the interim final rule published March 26, 2025, FinCEN revised the regulatory definition of “reporting company” to cover only entities formed under the law of a foreign country that have registered to do business in any U.S.

State or Tribal jurisdiction by filing a document with a secretary of state (i.e., foreign reporting companies). FinCEN also exempted entities previously known as “domestic reporting companies” and their beneficial owners from the BOI reporting requirement.

Practical effect: Most U.S.-formed LLCs (including holding LLCs formed in the U.S.) and their U.S. beneficial owners are not required to file BOI reports to FinCEN under the CTA while the IFR/exemption remains in effect.

Foreign entities registered in the U.S. that meet the new “reporting company” definition, and that do not otherwise qualify for an exemption, must file BOI reports under the revised deadlines. FinCEN stated it will not enforce BOI penalties or fines against U.S. citizens or domestic reporting companies while the IFR is in effect.

For entity chains (holding LLC owning subsidiary LLCs) FinCEN’s prior and current guidance (still in the FAQs/Small Entity Guide) explains the usual rule: a reporting company reports individuals who directly or indirectly own or control at least 25% of ownership interests or exercise substantial control.

When ownership is held through intermediate entities, generally the reporting company must report the individuals (not intermediate corporate entities) — calculating indirect ownership by multiplying percentages through the chain.

Important special rules apply: If a reporting company’s beneficial owners hold their ownership interests exclusively through a parent company and that parent company is an exempt entity, the reporting company may report the parent company’s name in lieu of individual beneficial owners.

If a beneficial owner holds interests exclusively through multiple exempt entities, a reporting company may report the names of those exempt entities instead of the individual beneficial owner. If the beneficial owners of the reporting company and an intermediate company are the same individuals, a reporting company may report the FinCEN identifier and full legal name of the intermediate company through which the ownership is held.

Exemptions: FinCEN maintains a set of exemptions (e.g., securities reporting issuers, banks, large operating companies meeting the employee/revenue tests, many tax-exempt organizations, certain subsidiaries wholly owned by exempt entities, inactive entities meeting narrow criteria).

A subsidiary exemption applies only where ownership interests are fully (100%) owned or controlled by one or more listed exempt entities; partial ownership by non-exempt entities disqualifies the subsidiary exemption.

Filing mechanics and required data: The BOI e-filing system is the path to submit BOI reports. For each beneficial owner, reporting companies historically must report: name, date of birth, residential address, an identifying number from an acceptable ID (passport, driver’s license, etc.) and an image of that ID.

Reporting companies also must report company-level info (legal name, trade names, jurisdiction of formation/registration, TIN) and — for companies created/registered on or after Jan 1, 2024 — up to two company applicants (individuals directly filing or primarily directing the filing).

Reporting companies must indicate whether a filing is initial, an update, or a correction. Timing / deadlines and updates: Under the March 2025 IFR, FinCEN set filing deadlines for foreign entities registered to do business in the U.S.: entities registered before publication had 30 days from the IFR publication date to file (FinCEN’s public materials cite April 25, 2025 for those registered before March 26, 2025); entities registering on or after publication must file within 30 calendar days after receiving notice their registration is effective.

Updated and corrected BOI reports must be filed when information changes or prior reports contain inaccuracies; prior guidance indicated 30 days for updates, and corrected reports should be submitted as soon as practicable.

FinCEN said it would not enforce BOI penalties against domestic reporting companies or U.S. persons while implementing the IFR. Disregarded entities & TINs: For disregarded entities (single-member LLCs), FinCEN guidance explains approaches to tax identification numbers: a disregarded entity with its own EIN may report that EIN; a disregarded entity owned by a U.S. entity with an EIN may report the owner’s EIN; if owned by a chain of disregarded entities, the TIN of the first owner up the chain that has a TIN may be used.

Single-member LLCs owned by an individual may report the owner’s SSN or ITIN as the entity’s TIN. Practical implications for holding LLC structures and recommended practitioner steps:

Identify entity formation and registration status

Determine whether each holding and subsidiary LLC is a domestic U.S. entity or a foreign entity registered to do business in the U.S. (Only foreign entities, as newly defined, remain reporting companies under the IFR.)

Inventory ownership chains and compute indirect ownership

For any entity that remains within FinCEN’s reporting scope (e.g., a foreign parent or a foreign-owned subsidiary registered here), compute direct and indirect ownership percentages (multiply % interests through each layer) to determine whether any individual meets the 25% threshold. Also identify individuals with substantial control. 3) Evaluate exemptions thoroughly for parents and subsidiaries: If a subsidiary is 100% owned/controlled by exempt entities (per FinCEN’s list), it may qualify for the subsidiary exemption. If beneficial ownership is held exclusively through an exempt parent, you may be able to report the exempt parent’s name rather than individual owners. Document conclusions and supporting facts.

Collect required data and images in advance

For any entity that must still file (e.g., foreign reporting companies), gather full legal names, TINs, formation/registration jurisdiction, FinCEN IDs (if available), and full beneficiary information (name, DOB, residential address, ID number, ID image). Plan processes to update BOI within required windows for changes.

Watch for future rulemaking

FinCEN solicited comments on the IFR and indicated it may finalize rules in 2025; the government may reimpose requirements for some U.S. companies in a future final rule. Keep monitoring official FinCEN and Treasury announcements.

State-level and other compliance

Although the federal BOI requirement for domestic companies is currently removed by FinCEN’s IFR, state-level entity registration requirements, franchise taxes, annual report filings, and other state-level compliance remain. Entities with real estate holdings or operating in multiple states should also confirm state-specific rules and any state-level beneficial-owner or transparency initiatives.