BOI report filing for USA LLC

Current status (as of 2026-01-03): FinCEN issued an interim final rule (published March 26, 2025) that redefines "reporting company" to include only certain foreign entities and exempts all entities created in the United States (including domestic LLCs) and their beneficial owners from BOI reporting to FinCEN.

In short: most U.S.-formed LLCs (domestic LLCs formed by filing with a State secretary of state or similar office) are exempt from BOI reporting to FinCEN under the IFR. However, foreign entities that register to do business in the U.S. may still be reporting companies and must comply.

Who must report now: under the IFR, only foreign entities (entities formed under the law of a foreign country) that register to do business in a U.S. State or Tribal jurisdiction by filing with a secretary of state or similar office — and that do not qualify for another statutory exemption — are "reporting companies" required to file BOI reports with FinCEN.

U.S. persons and domestic entities are exempt under this IFR. Deadlines (as implemented in the IFR): FinCEN applied the IFR deadlines immediately: foreign reporting companies registered to do business in the U.S. before March 26, 2025 had until April 25, 2025 to file initial BOI reports; foreign reporting companies that register on or after March 26, 2025 have 30 calendar days after receiving notice of registration (actual or public notice) to file an initial report.

FinCEN extended 30-day deadlines for updates/corrections in many cases (see sources). What is collected (typical BOI report content for reporting companies): legal name, trade/DBA names, current street address of principal place of business (U.S. address if in U.S.), jurisdiction of formation, state/tribal jurisdiction where first registered, information about beneficial owners (name, date of birth, address, unique identifying number from an acceptable ID and image of ID, unless reporting a FinCEN identifier), and, when applicable, company applicant information for companies created/registered on or after Jan 1, 2024.

The IFR narrows reporting of beneficial owners to exclude U.S. persons for foreign reporting companies. Filing system and mechanics: FinCEN accepts filings through its BOI E-Filing System (FinCEN’s secure electronic filing portal).

Individuals may obtain FinCEN identifiers; a reporting company may report an individual’s FinCEN identifier in place of the usual personal data. Filings require a certification that the information is true, correct, and complete.

Filers may use third-party service providers but must certify accuracy. Corrections and updates: Reporting companies must file updated reports when required information changes — generally within 30 days of the change (and there are specific timing provisions for various circumstances).

FinCEN has indicated a limited safe-harbor/forgiveness if inaccuracies are corrected promptly (FinCEN has noted that correcting a mistake within 90 days of a deadline may help avoid penalties), but failure to comply can expose persons or entities to civil and criminal penalties under the CTA statute and implementing regulations.

Penalties and enforcement: The CTA provides potential civil penalties (statutory amounts per day, adjusted for inflation — FinCEN cited amounts in guidance) and criminal penalties (up to two years imprisonment and fines up to $10,000) for willful violations.

The IFR and FinCEN announcements also stated that FinCEN would not enforce BOI reporting requirements or penalties against domestic reporting companies and U.S. persons while the IFR is in effect (consistent with the policy change).

Nonetheless, statutory penalties remain in law for entities that are required to report but fail to do so. Interaction with state filings: BOI reporting under the CTA is a federal FinCEN requirement (when applicable) and is separate from State secretary-of-state formation and registration filings.

The IFR exempts entities formed in the U.S. (by state filing) from federal BOI reporting; however, some states may have their own transparency/beneficial-ownership initiatives or registry proposals — check your state’s Secretary of State website for any state-level beneficial ownership obligations.

Even where federal filing is not required, collecting and maintaining beneficial-ownership information remains good corporate practice for banking, contracting, and due-diligence needs. Practical compliance checklist for U.S.

LLC owners (recommended actions):

Current status (as of 2026-01-03): FinCEN issued an interim final rule (published March 26, 2025) that redefines "reporting company" to include only certain foreign entities and exempts all entities created in the United States (including domestic LLCs) and their beneficial owners from BOI reporting to FinCEN.

In short: most U.S.-formed LLCs (domestic LLCs formed by filing with a State secretary of state or similar office) are exempt from BOI reporting to FinCEN under the IFR. However, foreign entities that register to do business in the U.S. may still be reporting companies and must comply.

Who must report now: under the IFR, only foreign entities (entities formed under the law of a foreign country) that register to do business in a U.S. State or Tribal jurisdiction by filing with a secretary of state or similar office — and that do not qualify for another statutory exemption — are "reporting companies" required to file BOI reports with FinCEN.

U.S. persons and domestic entities are exempt under this IFR. Deadlines (as implemented in the IFR): FinCEN applied the IFR deadlines immediately: foreign reporting companies registered to do business in the U.S. before March 26, 2025 had until April 25, 2025 to file initial BOI reports; foreign reporting companies that register on or after March 26, 2025 have 30 calendar days after receiving notice of registration (actual or public notice) to file an initial report.

FinCEN extended 30-day deadlines for updates/corrections in many cases (see sources). What is collected (typical BOI report content for reporting companies): legal name, trade/DBA names, current street address of principal place of business (U.S. address if in U.S.), jurisdiction of formation, state/tribal jurisdiction where first registered, information about beneficial owners (name, date of birth, address, unique identifying number from an acceptable ID and image of ID, unless reporting a FinCEN identifier), and, when applicable, company applicant information for companies created/registered on or after Jan 1, 2024.

The IFR narrows reporting of beneficial owners to exclude U.S. persons for foreign reporting companies. Filing system and mechanics: FinCEN accepts filings through its BOI E-Filing System (FinCEN’s secure electronic filing portal).

Individuals may obtain FinCEN identifiers; a reporting company may report an individual’s FinCEN identifier in place of the usual personal data. Filings require a certification that the information is true, correct, and complete.

Filers may use third-party service providers but must certify accuracy. Corrections and updates: Reporting companies must file updated reports when required information changes — generally within 30 days of the change (and there are specific timing provisions for various circumstances).

FinCEN has indicated a limited safe-harbor/forgiveness if inaccuracies are corrected promptly (FinCEN has noted that correcting a mistake within 90 days of a deadline may help avoid penalties), but failure to comply can expose persons or entities to civil and criminal penalties under the CTA statute and implementing regulations.

Penalties and enforcement: The CTA provides potential civil penalties (statutory amounts per day, adjusted for inflation — FinCEN cited amounts in guidance) and criminal penalties (up to two years imprisonment and fines up to $10,000) for willful violations.

The IFR and FinCEN announcements also stated that FinCEN would not enforce BOI reporting requirements or penalties against domestic reporting companies and U.S. persons while the IFR is in effect (consistent with the policy change).

Nonetheless, statutory penalties remain in law for entities that are required to report but fail to do so. Interaction with state filings: BOI reporting under the CTA is a federal FinCEN requirement (when applicable) and is separate from State secretary-of-state formation and registration filings.

The IFR exempts entities formed in the U.S. (by state filing) from federal BOI reporting; however, some states may have their own transparency/beneficial-ownership initiatives or registry proposals — check your state’s Secretary of State website for any state-level beneficial ownership obligations.

Even where federal filing is not required, collecting and maintaining beneficial-ownership information remains good corporate practice for banking, contracting, and due-diligence needs. Practical compliance checklist for U.S.

LLC owners (recommended actions):

Confirm entity classification

verify whether your LLC is a domestic entity (formed under a U.S. State/tribal law) or a foreign entity (formed abroad and registered in a U.S. State). If domestic, the IFR currently exempts it from BOI reporting to FinCEN. If foreign and registered in the U.S., determine whether it is a reporting company under FinCEN rules.

Maintain a beneficial-ownership register internally

collect and securely store current BOI (names, DOB, addresses, ID numbers and image copies, ownership percentages or control descriptions) for all owners and persons with substantial control — even if not required to file now. This reduces friction for banking and future compliance changes.

Monitor FinCEN guidance and rulemaking

the IFR is interim and FinCEN is accepting comments and may issue a final rule. Watch FinCEN.gov/boi, subscribe to FinCEN updates, and check the Federal Register for changes. Also monitor state SOS sites for any state-level rules.

Beware of scams

FinCEN warns about fraudulent solicitations — only use FinCEN’s official portals (boiefiling.fincen.gov and fincen.gov) and trusted service providers.

If required to report (foreign reporting company)

gather the required company and beneficial-owner data, consider obtaining FinCEN identifiers for individuals, use the BOI e-filing system, and file within the applicable deadline (e.g., 30 days per the IFR where applicable). Keep records of filing and certification.

If you previously filed and now believe you are exempt

follow FinCEN guidance on amending reports / checking whether previously reported information must be retained or can be updated to reflect exempt status — FinCEN guidance notes reporting companies may need to submit an updated report indicating newly exempt status and explains procedures in the Small Entity Compliance Guide.

Seek professional advice where appropriate (attorney, CPA, registered agent) for state-specific or complex ownership structures (trusts, multi-tier ownership, pooled investment vehicles, minors, foreign beneficial owners). Caveats and next steps for preparing client-facing content

you should clearly inform readers that the federal position changed with the March 26, 2025 interim final rule: domestic LLCs are exempt from FinCEN BOI filing under that IFR, and only certain foreign entities must file. Emphasize that the IFR is interim, FinCEN is accepting comments, and future final rules or state actions could alter obligations. Advise LLC owners to collect/retain BOI internally and to monitor FinCEN and state guidance.