BOI filing help for LLCs with unknown reporting obligations

Summary of relevant, authoritative findings (what an LLC founder or US business owner needs to know right now): - Major scope change (interim final rule, March 2025): FinCEN narrowed the definition of “reporting company.” The IFR exempts entities created in the United States (previously called “domestic reporting companies”) from BOI reporting; the revised definition makes “reporting company” apply only to entities formed under the law of a foreign country that have registered to do business in a U.S.

State or Tribal jurisdiction. This means U.S.-created LLCs (domestic LLCs) are generally exempt from FINCEN BOI filing under the IFR. - Who must still file: foreign entities that meet the new definition of “reporting company” (i.e., foreign companies registered to do business in the U.S.) and that do not otherwise qualify for an exemption must file BOI reports.

The IFR also exempts reporting companies from having to report BOI for U.S. persons (and exempts U.S. persons from having to provide BOI to foreign reporting companies). - Deadlines under the IFR for foreign reporting companies: entities registered to do business in the U.S. before March 26, 2025 had to file by April 25, 2025; entities registered on or after March 26, 2025 have 30 calendar days after notice the registration is effective to file an initial BOI report. (FinCEN extended/updated deadlines in the IFR; consult FinCEN for any further updates or a final rule.) - Definitions preserved in guidance (still useful even if many domestic entities are exempt): “beneficial owner” = any individual who (a) owns or controls at least 25% of ownership interests OR (b) exercises substantial control (e.g., senior officer, important decision-maker); “company applicant” = people who directly file or are primarily responsible for filing the document that creates or registers the entity.

These definitions matter for foreign reporting companies and for due diligence exercises. - Exemptions and safe harbors: the IFR added/explained exemptions (notably for entities created by filing with a state secretary of state).

FinCEN guidance preserves a safe harbor: voluntarily correcting an inaccurate BOI report within 90 days of the original deadline can eliminate penalties; correcting within 30 days of becoming aware is required for discovered inaccuracies once a report is on file.

Willful failures may result in civil and criminal penalties (CTA-prescribed civil penalties per day and criminal fines/imprisonment). - Practical steps for an LLC with unknown reporting obligations (action checklist): 1.

Confirm entity type and formation jurisdiction: check your formation/registration documents to confirm whether the LLC was created under U.S. state law (domestic) or formed abroad and later registered in the U.S. (foreign).

If created by filing with a U.S. Secretary of State (or similar office), the entity is a domestic entity and, per the March 2025 IFR, generally exempt from FinCEN BOI reporting.

Summary of relevant, authoritative findings (what an LLC founder or US business owner needs to know right now):

2025): FinCEN narrowed the definition of “reporting company.” The IFR exempts entities created in the United States (previously called “domestic reporting companies”) from BOI reporting; the revised definition makes “reporting company” apply only to entities formed under the law of a foreign country that have registered to do business in a U.S.

State or Tribal jurisdiction. This means U.S.-created LLCs (domestic LLCs) are generally exempt from FINCEN BOI filing under the IFR.

- Deadlines under the IFR for foreign reporting companies: entities registered to do business in the U.S. before March 26, 2025 had to file by April 25, 2025; entities registered on or after March 26, 2025 have 30 calendar days after notice the registration is effective to file an initial BOI report. (FinCEN extended/updated deadlines in the IFR; consult FinCEN for any further updates or a final rule.) - Definitions preserved in guidance (still useful even if many domestic entities are exempt): “beneficial owner” = any individual who (a) owns or controls at least 25% of ownership interests OR (b) exercises substantial control (e.g., senior officer, important decision-maker); “company applicant” = people who directly file or are primarily responsible for filing the document that creates or registers the entity.

These definitions matter for foreign reporting companies and for due diligence exercises. - Exemptions and safe harbors: the IFR added/explained exemptions (notably for entities created by filing with a state secretary of state).

FinCEN guidance preserves a safe harbor: voluntarily correcting an inaccurate BOI report within 90 days of the original deadline can eliminate penalties; correcting within 30 days of becoming aware is required for discovered inaccuracies once a report is on file.

Willful failures may result in civil and criminal penalties (CTA-prescribed civil penalties per day and criminal fines/imprisonment).

1. Confirm entity type and formation jurisdiction: check your formation/registration documents to confirm whether the LLC was created under U.S. state law (domestic) or formed abroad and later registered in the U.S. (foreign).

If created by filing with a U.S. Secretary of State (or similar office), the entity is a domestic entity and, per the March 2025 IFR, generally exempt from FinCEN BOI reporting.

• Major scope change (interim final rule, March
• Who must still file: foreign entities that meet the new definition of “reporting company” (i.e., foreign companies registered to do business in the U.S.) and that do not otherwise qualify for an exemption must file BOI reports. The IFR also exempts reporting companies from having to report BOI for U.S. persons (and exempts U.S. persons from having to provide BOI to foreign reporting companies).
• Practical steps for an LLC with unknown reporting obligations (action checklist):

Check registration history

determine whether the entity ever registered to do business in the U.S. (if foreign) and whether any foreign entity remains registered to do business in the U.S.; withdraw/terminate registrations if appropriate under state law and you wish to remove U.S. registration (but consult counsel before withdrawing).

Review conversions/mergers

a conversion or re-domestication may create a new reporting company under the rule for purposes of BOI — verify whether conversions created a new entity that might subject it to BOI reporting.

Review exemptions

check the categories of statutory exemptions (FinCEN lists multiple exempt entity types); some commonly relied-upon exemptions include large operating companies, certain regulated entities, and others — confirm eligibility before relying on an exemption.

If you determine your entity is a foreign reporting company required to file

gather beneficial owner and company applicant information (per FinCEN definitions), consider obtaining FinCEN identifiers, and file via the BOI e-filing system within the applicable deadline.

If you already filed and later learn you were exempt or made errors

follow FinCEN’s procedures — an entity that becomes exempt after filing should file an updated report identifying itself and checking the newly exempt status box; correct inaccuracies within required timelines to preserve safe harbor.

Keep records and evidence of your diligence

document how you determined whether filing was required (formation records, state registration checks, communications with owners), and retain any correspondence or filings with FinCEN.

When in doubt, consult counsel or a qualified service provider. FinCEN says reporting companies may file on their own but many will use professional help. - State-level interactions

FinCEN BOI is a federal filing system; most states do not maintain a central “beneficial ownership database” equivalent to the FinCEN BOI database. However, state formation/registration records (secretary of state offices) are the trigger for the definition of reporting company and are the sources you should check to confirm creation/registration dates and any foreign registration filings. Some states may have separate disclosure or corporate transparency requirements for specific industries or for certain state filings—check the relevant Secretary of State or state statutes for any state-specific owner disclosure requirements. Key risks and enforcement notes: - Willful failure to comply may lead to civil penalties (statutory daily amounts adjusted for inflation) and criminal penalties (fines and imprisonment). FinCEN emphasizes outreach and safe harbors for voluntary corrections but also enforces willful violations.