BOI onboarding for new business owners

The Corporate Transparency Act (CTA) mandates that certain U.S. and foreign entities report Beneficial Ownership Information (BOI) to the Financial Crimes Enforcement Network (FinCEN). This reporting includes details about the entity itself, its beneficial owners, and in some cases, company applicants.

A beneficial owner is defined as an individual who either directly or indirectly exercises substantial control over the reporting company or holds at least 25% of its ownership interests. It's important to note that beneficial owners must be natural persons; trusts, corporations, or other legal entities do not qualify.

FinCEN began accepting BOI reports electronically on January 1, 2024. The deadlines for filing initial BOI reports depend on when the company was created or registered: Companies that existed before January 1, 2024, must submit their initial BOIR by January 1, 2025.

Companies created or registered between January 1, 2024, and December 31, 2024, are required to file their initial BOIR within 90 calendar days after receiving actual or public notice of their creation or registration.

For companies created or registered on or after January 1, 2025, the deadline is 30 calendar days after receiving actual or public notice that their creation or registration is effective. Recent regulatory updates, specifically an interim final rule published on March 26, 2025, have introduced significant changes to the BOI reporting landscape.

All entities formed in the United States, including those previously categorized as 'domestic reporting companies,' along with their beneficial owners, are now exempt from the BOI reporting requirements under the CTA.

Furthermore, reporting companies are no longer required to report the BOI of any U.S. persons, and U.S. persons are exempt from providing BOI for any reporting company where they are a beneficial owner.

However, foreign entities that meet the revised definition of a 'reporting company' and do not qualify for an exemption still have reporting obligations. Foreign companies registered to do business in the United States before March 26, 2025, must file their BOI reports by April 25, 2025.

Those registered on or after March 26, 2025, have 30 calendar days to file their initial BOI report after receiving notice that their registration is effective. Beyond federal requirements, some states have enacted their own BOI laws.

For instance, the District of Columbia, South Dakota, and New York have implemented state-level BOI regulations that may require additional disclosures from businesses registered within their jurisdictions.

The Corporate Transparency Act (CTA) mandates that certain U.S. and foreign entities report Beneficial Ownership Information (BOI) to the Financial Crimes Enforcement Network (FinCEN). This reporting includes details about the entity itself, its beneficial owners, and in some cases, company applicants.

A beneficial owner is defined as an individual who either directly or indirectly exercises substantial control over the reporting company or holds at least 25% of its ownership interests. It's important to note that beneficial owners must be natural persons; trusts, corporations, or other legal entities do not qualify.

FinCEN began accepting BOI reports electronically on January 1, 2024. The deadlines for filing initial BOI reports depend on when the company was created or registered: Companies that existed before January 1, 2024, must submit their initial BOIR by January 1, 2025.

Companies created or registered between January 1, 2024, and December 31, 2024, are required to file their initial BOIR within 90 calendar days after receiving actual or public notice of their creation or registration.

For companies created or registered on or after January 1, 2025, the deadline is 30 calendar days after receiving actual or public notice that their creation or registration is effective. Recent regulatory updates, specifically an interim final rule published on March 26, 2025, have introduced significant changes to the BOI reporting landscape.

All entities formed in the United States, including those previously categorized as 'domestic reporting companies,' along with their beneficial owners, are now exempt from the BOI reporting requirements under the CTA.

Furthermore, reporting companies are no longer required to report the BOI of any U.S. persons, and U.S. persons are exempt from providing BOI for any reporting company where they are a beneficial owner.

However, foreign entities that meet the revised definition of a 'reporting company' and do not qualify for an exemption still have reporting obligations. Foreign companies registered to do business in the United States before March 26, 2025, must file their BOI reports by April 25, 2025.

Those registered on or after March 26, 2025, have 30 calendar days to file their initial BOI report after receiving notice that their registration is effective. Beyond federal requirements, some states have enacted their own BOI laws.

For instance, the District of Columbia, South Dakota, and New York have implemented state-level BOI regulations that may require additional disclosures from businesses registered within their jurisdictions.