BOI filing for new leadership appointments

Current federal scope (FinCEN, post-IFR March 26, 2025): - FinCEN narrowed the universe of "reporting companies" in the March 2025 interim final rule so that the federal BOI reporting obligations now apply to certain foreign reporting companies (entities formed under the law of a foreign country and registered to do business in the U.S.).

Domestic (U.S.-formed) companies were exempted by that rule. 2) When a leadership change (new CEO, new senior officer, manager, or member) triggers an updated BOI filing: - If your entity is a "reporting company" required to report BOI (after accounting for the March 2025 IFR), any change to previously reported information—including a change in beneficial owners or a new CEO who meets the beneficial-owner definition—requires an updated BOI report.

FinCEN’s FAQ expressly lists "a change in beneficial owners, such as a new CEO" as an example of a trigger. - An "updated" BOI report must be filed no later than 30 days after the date of the change. 3) Who counts as a beneficial owner / when a new leader is reportable: - A beneficial owner is a natural person who either (1) exercises "substantial control" over the company (examples include senior officers such as president, CEO, CFO, general counsel, COO, or others who perform similar functions), or (2) owns or controls at least 25% of the company's ownership interests.

Therefore, a newly appointed CEO is reportable only if they qualify as a beneficial owner under these tests (e.g., as a senior officer exercising substantial control), or if their appointment causes an ownership threshold to be met or reported information to change.

Current federal scope (FinCEN, post-IFR March 26, 2025): - FinCEN narrowed the universe of "reporting companies" in the March 2025 interim final rule so that the federal BOI reporting obligations now apply to certain foreign reporting companies (entities formed under the law of a foreign country and registered to do business in the U.S.).

Domestic (U.S.-formed) companies were exempted by that rule. 2) When a leadership change (new CEO, new senior officer, manager, or member) triggers an updated BOI filing: - If your entity is a "reporting company" required to report BOI (after accounting for the March 2025 IFR), any change to previously reported information—including a change in beneficial owners or a new CEO who meets the beneficial-owner definition—requires an updated BOI report.

FinCEN’s FAQ expressly lists "a change in beneficial owners, such as a new CEO" as an example of a trigger. - An "updated" BOI report must be filed no later than 30 days after the date of the change. 3) Who counts as a beneficial owner / when a new leader is reportable: - A beneficial owner is a natural person who either (1) exercises "substantial control" over the company (examples include senior officers such as president, CEO, CFO, general counsel, COO, or others who perform similar functions), or (2) owns or controls at least 25% of the company's ownership interests.

Therefore, a newly appointed CEO is reportable only if they qualify as a beneficial owner under these tests (e.g., as a senior officer exercising substantial control), or if their appointment causes an ownership threshold to be met or reported information to change.

What to include in an updated report / ID documents

- BOI reports (initial and updated) require: the company’s identifying information, and for each beneficial owner (and, if applicable, company applicants) the full legal name, date of birth, current address, and a unique identifying number from an unexpired passport, driver’s license, or other qualifying ID. If a previously reported owner obtains a new ID that changes their identifying number, FinCEN’s FAQs indicate the reporting company must file an updated BOI report and include an image of the new identifying document. Updated reports must be resubmitted in full (all fields) even if only one piece of information changes.

Timelines / initial filings / updates

- For entities still subject to federal filing obligations (i.e., foreign reporting companies under the March 26, 2025 IFR): initial filing deadlines are tied to registration dates (e.g., companies registered on/after March 26, 2025 have 30 days to file initial reports after receiving notice that registration is effective; previously-registered foreign reporting companies had earlier deadlines). Updated reports for changes must be filed within 30 days of the change. 6) Penalties and enforcement: - Willful violations can trigger civil penalties of up to $500 per day (adjusted for inflation; FAQ cites $591 at time of publication) and criminal penalties up to two years imprisonment and fines up to $10,000. FinCEN has also stated that correcting a mistake within 90 days of the deadline may help avoid penalties. Both individuals (including senior officers) and entities can be held liable. 7) State-level rules (New York example) and practical effect for US businesses: - New York’s LLC Transparency Act (LLCTA) was modeled on the federal CTA but—because the NY law defined "reporting company" and other terms by reference to the federal rules—its practical scope has been affected by the March 2025 federal changes. Law-firm summaries and NY guidance indicate, as of late 2025/early 2026, New York’s filing obligations are currently limited in scope to foreign (non-U.S.) LLCs authorized to do business in New York, and the State requires either a beneficial ownership disclosure for reporting companies or an attestation-of-exemption for exempt companies; annual statements are required thereafter. New York’s program differs in some details from FinCEN (for example, NY guidance indicated it does not require images of ID documents in filings). However, the NY legislature considered (and later passed) amendments to broaden scope, and political and regulatory changes could change requirements—so New York compliance should be monitored closely. 8) Practical checklist for business owners / LLC founders after a leadership appointment (recommended steps): - Step 1 — Determine entity status: confirm whether your company is currently a FinCEN "reporting company" (post-IFR foreign vs. domestic distinction) and whether any state-level law (e.g., NY LLCTA) applies based on formation/registration location. - Step 2 — Evaluate the new leader: determine whether the newly appointed person qualifies as a beneficial owner (substantial control or 25% ownership). If they do, collect required data: full legal name, DOB, current address, and an acceptable ID number and image if required by the filing authority. - Step 3 — Document the change and internal approvals: record board/member minutes, effective date, and the person authorized to submit BOI changes. - Step 4 — File (or instruct your filer): if your company is subject to FinCEN reporting (i.e., a foreign reporting company) or a state filing obligation, prepare and submit an updated BOI report within 30 calendar days of the change. If you use a third‑party filing service, notify them immediately and provide documentation to meet the 30-day window. - Step 5 — Maintain records and annual review: retain copies of filings, supporting ID images, and evidence of submission dates. Plan an annual review of BOI and monitor federal and state rulemaking for scope changes. - Step 6 — When in doubt, consult counsel or a compliance provider: fact-intensive exemptions and ownership-control analyses can be nuanced; seek legal advice if you face borderline or complex ownership/control structures. 9) Draft messaging / notice for owners and new leaders (short template idea): - "To comply with beneficial ownership reporting obligations, please provide your full legal name, date of birth, current street address, and a copy of your unexpired government ID (driver’s license or passport). If you have questions about how this information will be used or protected, contact [compliance officer or counsel]." Reasoning and conclusion: - The regulatory landscape changed materially in March 2025 when FinCEN issued an interim final rule narrowing federal BOI obligations to foreign reporting companies and exempting U.S.-formed entities. That change means most U.S. business owners and LLC founders (domestically formed entities) are not currently required to file BOI with FinCEN; however, foreign entities registered in the U.S. still must comply and update BOI when leadership changes occur. Separately, some states (notably New York) enacted laws that mirror federal BOI rules and could require filings at the state level; those state laws may be affected by federal changes or by state legislative action. Because this area is evolving, practical compliance focuses on: (a) quickly determining whether the company falls within any federal or state reporting scope; (b) documenting and collecting required information when a new leader meets the beneficial-owner definition; and (c) filing updates within 30 days when required.