BOI reporting for family-managed LLCs

Summary of relevant information (sufficient to prepare blog content and newsletter copy for US LLC owners): - Scope — who is a "reporting company": The BOI rule applies to many U.S. domestic entities (including LLCs) formed by filing a document with a Secretary of State (and certain foreign entities registered to do business in the U.S.). - Key definitions — Beneficial Owners & Company Applicants: Beneficial owner = any natural person who directly or indirectly: (1) exercises "substantial control" over a reporting company OR (2) owns or controls at least 25% of the ownership interests.

The Small Entity Compliance Guide includes multi-part examples showing members, managers, and officers who meet these thresholds are treated as beneficial owners. Company applicants are the individuals who file the formation/registration documents (up to two) or direct the filing; they must be reported as company applicants and report business address rather than residential address. - Family-managed LLC specifics: Family members who own >=25% of membership interests are beneficial owners and must be reported unless an exemption applies.

Family members who serve as managers or officers (i.e., exercise "substantial control") are beneficial owners even if their ownership is 20 full-time US employees and >$5M gross receipts and U.S. operating presence), certain tax-exempt entities, and the subsidiary exemption (subsidiaries of an exempt entity may be exempt in many cases).

Because exemptions are entity-specific, family office vehicles often do not qualify unless they meet an exemption’s criteria. - What to report (data elements) and how to file: Required information for each Beneficial Owner and Company Applicant: full legal name; date of birth; residential street address (company applicants: business address); and a unique identifying number from an identification document (passport, state ID) or a FinCEN identifier.

Filings are made via FinCEN’s BOI e-filing website ( https://boiefiling.fincen.gov/ ) or in the form/manner required by FinCEN. - Deadlines (initial filing) and timing (note recent updates): FinCEN’s guidance documents (FAQs and compliance materials) reflect updated timing: reporting companies registered to do business in the U.S. before March 26, 2025, must file BOI reports by April 25, 2025; reporting companies registered on or after March 26, 2025 have 30 calendar days to file an initial BOI report after receiving notice that their registration is effective.

Earlier guidance affected entities formed in 2024 (initially 90 days) and later moved to 30 days for newly formed entities beginning Jan 1,

Summary of relevant information (sufficient to prepare blog content and newsletter copy for US LLC owners):

- Key definitions — Beneficial Owners & Company Applicants: Beneficial owner = any natural person who directly or indirectly: (1) exercises "substantial control" over a reporting company OR (2) owns or controls at least 25% of the ownership interests.

The Small Entity Compliance Guide includes multi-part examples showing members, managers, and officers who meet these thresholds are treated as beneficial owners. Company applicants are the individuals who file the formation/registration documents (up to two) or direct the filing; they must be reported as company applicants and report business address rather than residential address. - Family-managed LLC specifics: Family members who own >=25% of membership interests are beneficial owners and must be reported unless an exemption applies.

Family members who serve as managers or officers (i.e., exercise "substantial control") are beneficial owners even if their ownership is 20 full-time US employees and >$5M gross receipts and U.S. operating presence), certain tax-exempt entities, and the subsidiary exemption (subsidiaries of an exempt entity may be exempt in many cases).

Because exemptions are entity-specific, family office vehicles often do not qualify unless they meet an exemption’s criteria.

- Deadlines (initial filing) and timing (note recent updates): FinCEN’s guidance documents (FAQs and compliance materials) reflect updated timing: reporting companies registered to do business in the U.S. before March 26, 2025, must file BOI reports by April 25, 2025; reporting companies registered on or after March 26, 2025 have 30 calendar days to file an initial BOI report after receiving notice that their registration is effective.

Earlier guidance affected entities formed in 2024 (initially 90 days) and later moved to 30 days for newly formed entities beginning Jan 1,

• Scope — who is a "reporting company": The BOI rule applies to many U.S. domestic entities (including LLCs) formed by filing a document with a Secretary of State (and certain foreign entities registered to do business in the U.S.).
• What to report (data elements) and how to file: Required information for each Beneficial Owner and Company Applicant: full legal name; date of birth; residential street address (company applicants: business address); and a unique identifying number from an identification document (passport, state ID) or a FinCEN identifier. Filings are made via FinCEN’s BOI e-filing website ( https://boiefiling.fincen.gov/ ) or in the form/manner required by FinCEN.

Confirm current deadlines on FinCEN’s BOI pages because FinCEN has issued updates and interim rules. - Updates, corrections, and maintenance requirements

Companies must file updated BOI reports to reflect changes (e.g., new beneficial owners or changes in identifying info). - Penalties and enforcement: The Small Entity Compliance Guide underscores civil and criminal penalties for willfully failing to file a required BOI report or for filing false or fraudulent information. Senior officers who cause failures may be held accountable. Examples include willfully providing false identifying information or preventing a company from filing complete reports. - Privacy, access, and safeguards: FinCEN’s Access Rule creates strict limitations on who may access the BOI database (law enforcement and certain authorized recipients such as financial institutions under controlled circumstances) and prescribes safeguards for protecting the information. - State-level interplay and practical considerations: BOI reporting is a federal requirement separate from state-level formation/annual reports. State filings with a Secretary of State do not replace BOI reports to FinCEN. Some states have explored or implemented state-level beneficial ownership registries — confirm any state-specific obligations with the relevant Secretary of State. Because each LLC is assessed separately, family groups with multiple LLCs must evaluate each entity on its own facts. - Practical compliance checklist for family-managed LLCs (actionable steps):

Determine whether the LLC is a "reporting company" under FinCEN (formed by filing or registered to do business in the U.S.).

Identify all natural persons who

own or control >=25% of ownership interests OR exercise substantial control (managers, senior officers, others exercising control) — treat family roles carefully.

Identify company applicants (up to two individuals who directed/caused formation/registration filings).

Collect required data for each individual

full name, DOB, residential/business address, ID document number + issuing jurisdiction (or obtain/confirm FinCEN identifier).

Check potential exemptions (large operating company, tax-exempt entities, subsidiary exemption, etc.) on an entity-by-entity basis.

Create/confirm FinCEN e-filing credentials and submit the BOI report via the BOI e-filing portal by the applicable deadline.

Keep copies of the documentation and records used to identify BOs and company applicants, and update FinCEN within the rule’s required timeframe whenever reportable changes occur.

Coordinate with counsel and tax/finance advisors for complex family structures and multi-entity family offices to evaluate exemptions and prepare consolidated compliance processes. - Practical scenarios (examples drawn from FinCEN guide)

Sole-owner family LLC: sole family member who owns >25% and is manager — report that individual as a BO (ownership & substantial control). Multi-member family LLC: multiple family members each owning ≥25% — report each qualifying family member; managers who lack 25% ownership but exercise substantial control must also be reported.