BOI reporting for companies undergoing rebranding

Summary and key findings on BOI reporting for companies undergoing rebranding (name changes, DBAs, conversions, mergers) relevant to US business owners and LLC founders Executive summary (short): - Major regulatory change (March 2025): FinCEN issued rulemaking and FAQs in 2025 that revised the scope of who must report BOI under the Corporate Transparency Act (CTA). FinCEN’s updated guidance and interim final rule removed the requirement for most domestic U.S. entities (entities created in the United States) to report BOI; the reporting-company definition was revised to focus on certain foreign entities registered to do business in the U.S. (check FinCEN.gov for the latest status). Despite this narrowing of scope, the general mechanics of BOI initial reports, updated reports, and timelines (as described in prior guidance) remain important for entities that still fall within the reporting definition (including some foreign reporting companies) and for companies that previously filed reports and later become exempt. - Rebranding/name changes/DBAs: Under FinCEN guidance, any change to the required information previously submitted to FinCEN (including a legal name change, registering a new DBA/trade name, or change to jurisdiction of formation) is a trigger for an updated BOI report. In general, reporting companies must file an updated BOI report no later than 30 days after the change. Updated reports require re-submitting all required fields, including the updated information. - Conversions/mergers/structural changes: Whether a conversion (e.g., LLC->Corp) or certain mergers create a new reporting company depends on the law of the state or tribal jurisdiction where the entity was created or registered. If a conversion or other state filing “creates” a new domestic reporting company under state law, that new entity must file an initial BOI report (unless exempt under latest FinCEN rulemaking). Even if conversion does not create a new company, an updated BOI report may still be needed for any changes to previously reported items (e.g., name, jurisdiction of formation). - Timelines for initial reports (historical baseline and important to understand if your entity still must file): For companies previously subject to filing obligations, FinCEN’s materials set the following (dates depend on when entity was created/registered): - Entities existing before Jan 1, 2024: initial report by Jan 1, 2025 (note FinCEN later signaled extensions and rule revisions in 2025). - Entities formed/registered on or after Jan 1, 2024 and before Jan 1, 2025: initial report within 90 days after actual or public notice that creation/registration is effective. - Entities formed/registered on or after Jan 1, 2025: initial report within 30 days after actual or public notice that creation/registration is effective. (Important: FinCEN announced administrative decisions in 2025 affecting deadlines and enforcement; verify current due dates on FinCEN.gov.) - Penalties and enforcement: FinCEN’s guidance states civil penalties for willful violations can be assessed per day (statutory figure referenced, adjusted for inflation—historically listed as $500/day and updated in FAQs to $591/day at a time), and criminal penalties can include fines (up to $10,000 historically cited) and imprisonment (up to two years) for willful violations. FinCEN also announced in 2025 that it would not issue fines or take enforcement actions based on missed deadlines while it issues interim rulemaking and revises deadlines. Practical compliance guidance/checklist for US companies undergoing rebranding 1) Confirm whether your entity currently must file BOI at all - Check FinCEN’s most recent rulemaking and FAQs (March 2025 interim final rule revised the reporting-company definition). Many domestic US-created entities may now be exempt. If your entity is a foreign company registered to do business in the U.S., it may still be a reporting company. - If you previously filed BOI, verify whether you are now considered exempt and whether you must submit an update to mark exempt status (FinCEN guidance describes how to report newly exempt status after filing). 2) Determine whether the rebranding activity creates a new reporting company - If the rebranding is purely a trade name/DBA (no change to legal entity and no conversion), it generally will not create a new reporting company but will trigger an updated BOI report for the name/DBA within 30 days (if you are required to report). - If the rebranding involves a statutory conversion, domestication, merger that under state law results in a new entity being created or a change in jurisdiction of formation, the transaction may create a new reporting company that must file an initial BOI report (unless exempt). State law controls whether a new entity is created. 3) If an updated report is required (e.g., name/DBA change), do the following within 30 days of the change: - Gather & re-submit all required company fields (FinCEN requires re-submitting all fields on an updated report). - Gather beneficiary/beneficial owner data: legal name, date of birth, current address (usually home), ID type/number and image (driver’s license, passport), and any FinCEN identifiers. - Confirm who will file and certify the report (company or authorized third-party can file but must certify accuracy). 4) If conversion/merger triggers initial filing: - Prepare initial BOI with legal name, DBAs/trade names, TIN, jurisdiction of formation/registration, and beneficial owners/company applicants info. - File within the required timeframe for initial reports (refer to FinCEN deadlines applicable at the event date and current rulemaking). 5) Keep documentation and state filings handy: - Maintain copies of state conversion/merger filings, certificates of name change, DBA registrations, and notices of formation/registration (public or actual notices), since these will determine timing and whether an initial report is required. 6) Use the safe-harbor window when possible: - FinCEN guidance previously provided that voluntary corrections submitted within 90 days of discovering an inaccuracy may avoid penalties. Also monitor FinCEN announcements about non-enforcement periods for missed deadlines in 2025. 7) If you are unsure, seek counsel or a BOI filing service: - Because whether a conversion creates a new reporting company depends on state law, and because FinCEN’s rules changed in 2025, consider asking corporate counsel or a trusted filings/compliance provider to confirm whether an initial or updated BOI is required for your particular rebranding transaction. Why state-specific checks matter - State filing mechanics control whether a conversion or other transactional filing 'creates' a new reporting company—FinCEN’s FAQs explicitly reference state law and secretaries of state/similar offices when determining whether a conversion produces a new reporting company. That means whether a name change or conversion triggers an initial BOI filing can vary by jurisdiction. Always review the relevant state’s conversion/merger statutes and the secretary of state’s practice. Sources (representative excerpts supporting the above guidance) (Verbatim excerpts from the sources used are listed below with links.)