BOI filing help for cross-border investment LLCs

Executive summary (what cross-border investors need to know) - As of the March 2025 interim final rule, FinCEN narrowed BOI reporting under the Corporate Transparency Act (CTA) so that the federal BOI requirement applies only to entities formed under foreign law that have registered to do business in a U.S. state or tribal jurisdiction (commonly called foreign reporting companies).

U.S‑formed entities (domestic companies) and U.S. persons generally are exempt from federal BOI reporting under the IFR. However, foreign reporting companies that do not qualify for an exemption must file BOI reports with FinCEN under accelerated deadlines. (See FinCEN links below.) 2) Who must file (clear rules for cross-border investment LLCs) - Reporting company definition (per FinCEN IFR): a company formed under the law of a foreign country that has registered to do business in any U.S.

State or Tribal jurisdiction by filing a document with a secretary of state or similar office (i.e., a foreign LLC that has foreign formation and U.S. registration). Domestic U.S. entities currently are exempt under FinCEN’s March 26, 2025 interim final rule.

Confirm exemption status in FinCEN guidance before filing. 3) Deadlines (timing for foreign reporting companies) - Firms registered to do business in the U.S. before March 26, 2025 had a fixed short deadline to file (FinCEN provided deadlines such as April 25, 2025 for many existing foreign companies in guidance).

Entities registering on or after March 26, 2025 generally must file their initial BOI report within 30 calendar days after receiving notice that their U.S. registration is effective (FinCEN’s IFR). Always check FinCEN’s current deadlines and state notice practices; some states provide a public notice date that can control the 30‑day clock. 4) What information to collect and report (company + individuals) - Company-level data: legal name, any trade or DBA names, principal place of business (or U.S. business address for foreign companies), jurisdiction of formation/registration, Taxpayer Identification Number (TIN) or foreign tax ID if no U.S.

TIN, and whether the report is initial, update, or correction. - Beneficial owners (individuals only): For each beneficial owner, collect and report: full legal name, date of birth, current residential (or business) address, and a unique identifying number from a non‑expired U.S. driver’s license, non‑expired state/local government or Tribal ID, non‑expired U.S. passport, or (if none of the above exist) a non‑expired foreign passport (and an image of the ID where required).

FinCEN requires that beneficial owners be natural persons (not entities), with BO defined as (a) individuals who exercise substantial control, or (b) those who own or control at least 25% of ownership interests (direct or indirect). (FinCEN FAQs/Guide excerpts below.) - Company applicants: Required only for certain companies (e.g., foreign reporting companies first registered to do business in the U.S. on or after Jan 1, 2024).

A company applicant is typically the individual(s) who filed the document first authorizing registration or who was primarily responsible for directing or controlling the filing. Collect the same identifying fields as for beneficial owners (with the address rules described by FinCEN). 5) Ownership-through-entities, trusts, nominees - Only natural persons are reportable as beneficial owners; when ownership is held via an entity or trust, reporting companies must look through to identify natural persons who exercise substantial control or own/ control 25%+.

FinCEN guidance and the Small Entity Compliance Guide provide examples and tests for trusts (e.g., trustees, grantors, beneficiaries may be BOs depending on control/rights) and for corporate trustees and intermediary entities.

Use a look-through analysis and document your reasoning. If a corporate trustee or intermediate entity is involved, report the relevant individual(s) with greatest authority or control as required by FinCEN’s special rules.

Executive summary (what cross-border investors need to know) - As of the March 2025 interim final rule, FinCEN narrowed BOI reporting under the Corporate Transparency Act (CTA) so that the federal BOI requirement applies only to entities formed under foreign law that have registered to do business in a U.S. state or tribal jurisdiction (commonly called foreign reporting companies).

U.S‑formed entities (domestic companies) and U.S. persons generally are exempt from federal BOI reporting under the IFR. However, foreign reporting companies that do not qualify for an exemption must file BOI reports with FinCEN under accelerated deadlines. (See FinCEN links below.) 2) Who must file (clear rules for cross-border investment LLCs) - Reporting company definition (per FinCEN IFR): a company formed under the law of a foreign country that has registered to do business in any U.S.

State or Tribal jurisdiction by filing a document with a secretary of state or similar office (i.e., a foreign LLC that has foreign formation and U.S. registration). Domestic U.S. entities currently are exempt under FinCEN’s March 26, 2025 interim final rule.

Confirm exemption status in FinCEN guidance before filing. 3) Deadlines (timing for foreign reporting companies) - Firms registered to do business in the U.S. before March 26, 2025 had a fixed short deadline to file (FinCEN provided deadlines such as April 25, 2025 for many existing foreign companies in guidance).

Entities registering on or after March 26, 2025 generally must file their initial BOI report within 30 calendar days after receiving notice that their U.S. registration is effective (FinCEN’s IFR). Always check FinCEN’s current deadlines and state notice practices; some states provide a public notice date that can control the 30‑day clock. 4) What information to collect and report (company + individuals)

- Beneficial owners (individuals only): For each beneficial owner, collect and report: full legal name, date of birth, current residential (or business) address, and a unique identifying number from a non‑expired U.S. driver’s license, non‑expired state/local government or Tribal ID, non‑expired U.S. passport, or (if none of the above exist) a non‑expired foreign passport (and an image of the ID where required).

FinCEN requires that beneficial owners be natural persons (not entities), with BO defined as (a) individuals who exercise substantial control, or (b) those who own or control at least 25% of ownership interests (direct or indirect). (FinCEN FAQs/Guide excerpts below.) - Company applicants: Required only for certain companies (e.g., foreign reporting companies first registered to do business in the U.S. on or after Jan 1, 2024).

A company applicant is typically the individual(s) who filed the document first authorizing registration or who was primarily responsible for directing or controlling the filing. Collect the same identifying fields as for beneficial owners (with the address rules described by FinCEN). 5) Ownership-through-entities, trusts, nominees - Only natural persons are reportable as beneficial owners; when ownership is held via an entity or trust, reporting companies must look through to identify natural persons who exercise substantial control or own/ control 25%+.

FinCEN guidance and the Small Entity Compliance Guide provide examples and tests for trusts (e.g., trustees, grantors, beneficiaries may be BOs depending on control/rights) and for corporate trustees and intermediary entities.

Use a look-through analysis and document your reasoning. If a corporate trustee or intermediate entity is involved, report the relevant individual(s) with greatest authority or control as required by FinCEN’s special rules.

• Company-level data: legal name, any trade or DBA names, principal place of business (or U.S. business address for foreign companies), jurisdiction of formation/registration, Taxpayer Identification Number (TIN) or foreign tax ID if no U.S. TIN, and whether the report is initial, update, or correction.

Acceptable IDs for foreign persons and FinCEN Identifier - Acceptable IDs

nonexpired U.S. driver’s license; nonexpired state or local government/Tribal ID; nonexpired U.S. passport; or, if those are not available, a nonexpired foreign passport (FinCEN allows foreign passport only when other U.S.-based IDs are unavailable). FinCEN permits the use of a FinCEN Identifier (an ID FinCEN issues to an individual) in lieu of submitting full PII to a reporting company — individuals may obtain a FinCEN Identifier and provide it to reporting companies for repeated use and data security.

How to file (step-by-step) - Electronic filing

Use FinCEN’s BOI E‑Filing System at https://boiefiling.fincen.gov . Filings may be submitted online or as a PDF under the BOIR specifications. Creating a FinCEN ID is optional but can streamline future filings. Follow the BOIR Filing Instructions and BOIR E‑File Step‑by‑Step guide. Companies must certify that the information is true, correct and complete when submitting.

Exemptions (high level) - FinCEN’s regulations list 23 exemptions (large operating companies, many regulated entities, publicly traded companies meeting specified criteria, certain tax-exempt nonprofits, pooled investment vehicles with special rules, and others). Under the March 2025 IFR, U.S‑formed (domestic) entities and U.S. persons are exempt from BOI reporting to FinCEN; foreign entities remain potentially reportable unless they meet an exemption. Use FinCEN’s Small Entity Compliance Guide and FAQs to evaluate exemptions carefully. 9) Updates, corrections and penalties - Reporting companies must update BOI reports within 30 days of any changes. There is a 90‑day safe harbor for voluntary corrections submitted within 90 days of a missed deadline. Willful failures or provision of false information may result in civil penalties (statutory amounts per day, historically up to $500/day but subject to inflation adjustments) and criminal penalties (fines and imprisonment). Senior officers and individuals who willfully cause failures can be liable. Always use FinCEN’s official guidance for current enforcement positions.

Interaction with state filings and state-level BOI regimes - States are handling BOI differently

many state SOS pages simply point to FinCEN (California) and warn not to include BOI in state formation filings; some states (New York) passed state-level disclosure laws that mostly target foreign LLCs (NY DOS provides a separate BOD filing process for foreign LLCs authorized to do business in NY and has specific ID rules and separate deadlines); Delaware’s Division of Corporations posts BOI guidance links and notes the federal BOI rules; Texas SOS provides an overview and directs filers to FinCEN and warns not to include BOI in state formation filings. Important practical points: - Do not submit FinCEN BOI within state SOS formation forms; FinCEN filings are separate and go to FinCEN’s e‑filing system only. - Some states (e.g., New York) maintain or planned state-level disclosure obligations for foreign LLCs; monitor state law developments and DOS guidance for any local filing requirements, deadlines, or electronic forms.

Practical compliance steps and templates for cross-border investment LLCs (operational checklist) - Step 1

Determine whether the entity is a “reporting company” under current FinCEN rules (foreign formation + U.S. registration) and whether any FinCEN exemptions apply. - Step 2: Identify and document beneficial owners and company applicants by running a look-through analysis for ownership held through entities/trusts. Create a BOI data table for each investor: name, DOB, residential address, ID type, ID number, ID jurisdiction, ID expiration, any FinCEN Identifier, ownership percentage or basis of substantial control, date ownership began. - Step 3: Request and verify IDs. For foreign persons, request passport images if U.S. IDs unavailable. Keep a secure copy (see data security below) or obtain a signed FinCEN Identifier. - Step 4: Draft a short owner/member information consent and record‑keeping addendum (sample language below). Make BOI compliance a contractual obligation in subscription agreements or operating agreements for new investors. - Step 5: Prepare the BOIR and submit via boiefiling.fincen.gov before the applicable deadline (initial or 30‑day window) and schedule periodic reviews (30‑day updates required for changes). - Step 6: Retain proof of collection and verification; if a beneficial owner refuses to cooperate, escalate (document requests and responses), and consider counsel; FinCEN warns that willful withholding by a beneficial owner that causes a company not to file may expose the individual to penalties.

Data security and privacy (handling BOI data) - BOI data reported to FinCEN is nonpublic and protected by federal law; FinCEN restricts access to authorized government users and certain financial institutions under strict rules. Nonetheless, companies should treat collected BOI documents as highly sensitive

- Limit internal access; store ID images in encrypted storage; log access and retention; maintain an internal retention policy consistent with corporate records laws. - Use secure upload channels (don’t email unencrypted scans) and communicate privacy and retention commitments to beneficial owners.

Interaction with tax and sanctions obligations (OFAC/FATCA/FBAR) - BOI reporting is separate from tax reporting (FATCA, FBAR) and sanctions screening (OFAC). Cross-border investors should also confirm compliance with tax reporting obligations (FATCA/FBAR) and with OFAC screening; but providing BOI to FinCEN does not satisfy tax filings or sanctions due diligence — coordinate with counsel and tax advisors.

Common pitfalls & red flags - Relying solely on state formation paperwork (state SOS filings do not replace FinCEN BOI); failing to do look-through analysis for layered ownership structures; not documenting the verification steps; using incorrect ID types for foreign persons; missing the 30‑day update window; and not monitoring state-level BOI regimes (New York and others have state requirements for certain foreign LLCs).

Sample language

Operating agreement clause (short) "Member acknowledges that the Company may be required by applicable law to collect beneficial ownership information for filing with the U.S. Department of the Treasury’s Financial Crimes Enforcement Network (FinCEN). Each Member shall promptly provide the Company with the Member’s full legal name, date of birth, current residential address, an acceptable identification document and any other information required for the Company to satisfy its BOI reporting obligations. The Member authorizes the Company to use and retain such information for lawful filing, recordkeeping, and compliance purposes."

Sample owner information checklist (fields to collect) - Full legal name; Date of birth; Current residential address; Ownership percentage (or basis for substantial control); ID type, ID number, issuing jurisdiction, expiration date; FinCEN Identifier (if used); Copy/image of ID (if required and permitted by law); Contact email/phone; Date provided; Signature/consent statement.

If a beneficial owner refuses to provide information - Document requests and refusals. If refusal is willful and causes inability to file, both the beneficial owner and company officers could face enforcement. Consider escalating to counsel, using contractual obligations (subscription or operating agreements), and in limited cases consider refusing admission or suspending distributions until compliance. Use the 90‑day voluntary correction safe harbor where appropriate and document good‑faith efforts to collect information.

Next steps for business owners & checklist summary - Identify whether your entity is foreign‑formed and registered in any U.S. state; if yes, run the exemption checklist. - Start collecting BOI from all investors and any company applicants; verify IDs securely. - Prepare and file via FinCEN E‑Filing system at boiefiling.fincen.gov within the required window. - Update policies and templates (membership agreements, subscription docs) to require cooperation for BOI collection and retention. - Monitor state DOS/SOS updates for state-level BOI or BOD requirements and changes to FinCEN rules.

Useful resources & links (official sources) - FinCEN BOI landing page and E‑Filing

https://www.fincen.gov/boi and https://boiefiling.fincen.gov - FinCEN BOI FAQs: https://www.fincen.gov/boi-faqs - FinCEN Small Entity Compliance Guide (BOI): https://www.fincen.gov/system/files/shared/BOI_Small_Compliance_Guide.v1.1-FINAL.pdf - BOIR Filing Instructions PDF: https://boiefiling.fincen.gov/resources/BOIR_Filing_Instructions.pdf - BOIR E-File step-by-step instructions: https://boiefiling.fincen.gov/resources/BOIR_E-File_Online_Step-by-Step_Instructions.pdf - FinCEN press release on March 26, 2025 IFR: https://www.fincen.gov/news/news-releases/fincen-removes-beneficial-ownership-reporting-requirements-us-companies-and-us - NY DOS Beneficial Ownership Disclosure filing instructions (state-level BOD for foreign LLCs authorized in NY): https://dos.ny.gov/beneficial-ownership-disclosure-filing-instructions - Texas SOS overview pointing to FinCEN resources: https://www.sos.state.tx.us/corp/cta.shtml - California SOS notice referencing FinCEN: https://www.sos.ca.gov/business-programs/business-entities/news-and-notices Caveat and compliance reminder: FinCEN issued an interim final rule in March 2025 that materially narrowed the set of reporting companies (to foreign entities registered in the U.S.) — this interim rule and related guidance have changed the earlier expectations that all U.S. formations must report. Enforcement and final rulemaking may continue to evolve. Always confirm current obligations on FinCEN’s official BOI page and with a qualified corporate or tax attorney before relying on this summary for critical compliance decisions.