BOI reporting for founders expanding across states

Introduction If you’re a U.S. founder expanding your business into additional states, understanding Beneficial Ownership Information (BOI) reporting is essential—especially given important regulatory changes in 2025.

This guide explains who must (and must not) file BOI reports with FinCEN, how the rule change affects founders expanding across states, and practical steps to stay compliant with federal and state requirements.

Key update you must know (March 2025) - FinCEN’s interim final rule (published March 26, 2025) revised the definition of “reporting company” under the Corporate Transparency Act (CTA). The practical result: entities formed under U.S. law (domestic companies) and U.S. persons are exempt from BOI reporting to FinCEN.

The reporting obligation now applies only to certain foreign-formed entities that register to do business in the U.S. (i.e., foreign entities filing with a secretary of state or similar office) that are not otherwise exempt.

FinCEN also set new filing deadlines for those foreign entities. Who still needs to file BOI with FinCEN? - Foreign entities (formed under a foreign country’s law) that register to do business in the United States by filing a document with a secretary of state or similar office, and that do not qualify for an exemption, are required to file BOI reports. - Those foreign reporting companies registered to do business before March 26, 2025, were given until April 25, 2025 (per the IFR) to file.

Entities registering on or after March 26, 2025, have 30 calendar days after receiving notice that their registration is effective to file an initial BOI report. - Importantly, foreign reporting companies do not have to report BOI for U.S. persons, and U.S. persons are exempt from providing BOI for such entities.

Who does NOT need to file BOI with FinCEN (per IFR)? - Domestic U.S.-formed LLCs, corporations, and other entities created in the United States generally do not have to report BOI to FinCEN. - U.S. persons (individuals who are U.S. citizens or residents) are not required to provide BOI for companies that are the subject of the foreign-entity filings described above.

How BOI interacts with state filings when expanding across states - Forming a new domestic entity in another state (e.g., incorporating or forming an LLC in State B) or foreign qualifying a domestic company to do business in another state generally does not trigger BOI reporting obligations for domestic entities because the IFR removed domestic companies from the FinCEN reporting definition. - Conversions or changes of formation jurisdiction can create new reporting-company status under FinCEN rules (e.g., if a conversion legally creates a new entity), but given the IFR exemption for domestic entities, most U.S. founders won’t need to file BOI in those cases.

FinCEN’s FAQs note that a conversion that creates a new domestic reporting company can require filing under the prior rule set, and that companies must update reports for changes to reported information (name, jurisdiction of formation), but the IFR’s exemption changes the practical requirement for domestic companies. - State-level business compliance obligations (foreign qualification fees, registered agents, state taxes, annual reports) remain unchanged and still require attention when expanding across states.

These filings are separate from BOI reporting. Practical guidance and checklist for founders expanding across states Step 0 — Confirm entity origin: - If your entity was formed under U.S. law (domestic), under current FinCEN rules (IFR March 2025) you generally are not required to file BOI with FinCEN.

Continue to meet state compliance obligations. - If your entity was formed under foreign law and you are registering it (foreign qualifying) in any U.S. state, treat the entity as potentially subject to BOI reporting to FinCEN.

Step 1 — If you’re a foreign entity registering to do business in the U.S.: - Determine if an exemption applies (FinCEN’s guidance lists statutory exemptions). If not exempt, file a BOI report using FinCEN’s BOI E-Filing System: https://boiefiling.fincen.gov/ - Collect required information for the entity: company name, principal place of business, jurisdiction of formation, Tax ID (or foreign TIN), and whether the filing is initial, correction, or update. - Collect required information for each beneficial owner (if required by rule for that entity): name, date of birth, residential address, and a unique identifying number from an acceptable ID (passport, driver’s license) and an image of that ID.

Note: under the IFR, foreign reporting companies need not report BOI for U.S. persons—confirm current FinCEN guidance for the precise interplay between beneficial-owner reporting and entity origin. - File within the applicable deadline: typically 30 calendar days after receiving notice the registration is effective (earlier deadlines applied to registrations before March 26, 2025 and were extended to April 25, 2025 in the IFR).

Step 2 — For domestic entities expanding across states: - No BOI filing is required to FinCEN per the March 2025 IFR for domestic entities, but you must: maintain registered agents, file required annual reports, pay state taxes and fees, and follow conversion or formation procedures that may trigger other reporting or disclosure obligations in specific states. - If you convert or change formation jurisdiction, track whether the change legally creates a new entity under state law.

If so, monitor FinCEN guidance in case future rule changes reinstate reporting for domestic entities. Step 3 — Updates and corrections: - If you have previously filed a BOI report and something changes in the required fields (company name, jurisdiction of formation, beneficial owner data where applicable), FinCEN’s general rule has been: file an updated report no later than 30 days after the change.

But check current FinCEN pages and IFR Q&A for the latest application for foreign-only reporting companies. Common pitfalls and red flags - Relying on pre-IFR guides without checking that they have been updated.

Many FinCEN materials released before March 2025 may still describe domestic reporting obligations—use the updated FinCEN BOI webpage and press release as primary sources. - Confusing state-level requirements (foreign qualification, annual reports) with FinCEN BOI reporting — they are distinct. - Ignoring foreign-formation status: founders running foreign entities that register in the U.S. must act quickly to determine BOI obligations and file if required.

When to consult counsel or a compliance provider - If your entity is foreign-formed and registering in the U.S., or if your ownership or structure is complex (trusts, layered ownership, nominee arrangements), get legal counsel to determine whether an exemption applies and to prepare BOI filings. - If your business has multi-jurisdictional ownership (foreign parent or intermediate entities) or uses non-individual owners or complicated ownership chains, professional help is advisable.

State-specific notes (general guidance) - FinCEN’s IFR is a federal rule; no state-level BOI filing currently replaces the federal filing for domestic entities. But individual states may publish guidance or coordinate with FinCEN; founders should check relevant state Secretary of State pages for any announcements. - For state filings required when expanding across states (foreign qualification, annual reports), follow each state’s SOS site for deadlines and requirements—these remain independent of FinCEN’s BOI rule change.

Bottom line for founders expanding across states - If your company is U.S.-formed: no FinCEN BOI filing is required as a general rule under the March 2025 interim final rule; keep up with state filings and continue good ownership recordkeeping. - If your company is foreign-formed and you register to do business in the U.S.: you may still need to file BOI reports with FinCEN within the short deadlines provided by the IFR—collect beneficial owner information (subject to the IFR’s limitations regarding U.S. persons) and file via FinCEN’s BOI E-Filing system. - Because the BOI/CTA landscape changed materially in 2025, monitor FinCEN’s BOI webpage and FAQs for updates and consult counsel when in doubt.

Introduction If you’re a U.S. founder expanding your business into additional states, understanding Beneficial Ownership Information (BOI) reporting is essential—especially given important regulatory changes in 2025.

This guide explains who must (and must not) file BOI reports with FinCEN, how the rule change affects founders expanding across states, and practical steps to stay compliant with federal and state requirements.

Key update you must know (March 2025) - FinCEN’s interim final rule (published March 26, 2025) revised the definition of “reporting company” under the Corporate Transparency Act (CTA). The practical result: entities formed under U.S. law (domestic companies) and U.S. persons are exempt from BOI reporting to FinCEN.

The reporting obligation now applies only to certain foreign-formed entities that register to do business in the U.S. (i.e., foreign entities filing with a secretary of state or similar office) that are not otherwise exempt.

FinCEN also set new filing deadlines for those foreign entities. Who still needs to file BOI with FinCEN?

- Those foreign reporting companies registered to do business before March 26, 2025, were given until April 25, 2025 (per the IFR) to file. Entities registering on or after March 26, 2025, have 30 calendar days after receiving notice that their registration is effective to file an initial BOI report.

- State-level business compliance obligations (foreign qualification fees, registered agents, state taxes, annual reports) remain unchanged and still require attention when expanding across states. These filings are separate from BOI reporting.

Practical guidance and checklist for founders expanding across states Step 0 — Confirm entity origin:

2025) you generally are not required to file BOI with FinCEN. Continue to meet state compliance obligations. - If your entity was formed under foreign law and you are registering it (foreign qualifying) in any U.S. state, treat the entity as potentially subject to BOI reporting to FinCEN.

Step 1 — If you’re a foreign entity registering to do business in the U.S.:

- File within the applicable deadline: typically 30 calendar days after receiving notice the registration is effective (earlier deadlines applied to registrations before March 26, 2025 and were extended to April 25, 2025 in the IFR).

Step 2 — For domestic entities expanding across states: - No BOI filing is required to FinCEN per the March 2025 IFR for domestic entities, but you must: maintain registered agents, file required annual reports, pay state taxes and fees, and follow conversion or formation procedures that may trigger other reporting or disclosure obligations in specific states. - If you convert or change formation jurisdiction, track whether the change legally creates a new entity under state law.

If so, monitor FinCEN guidance in case future rule changes reinstate reporting for domestic entities. Step 3 — Updates and corrections: - If you have previously filed a BOI report and something changes in the required fields (company name, jurisdiction of formation, beneficial owner data where applicable), FinCEN’s general rule has been: file an updated report no later than 30 days after the change.

But check current FinCEN pages and IFR Q&A for the latest application for foreign-only reporting companies. Common pitfalls and red flags - Relying on pre-IFR guides without checking that they have been updated.

Many FinCEN materials released before March 2025 may still describe domestic reporting obligations—use the updated FinCEN BOI webpage and press release as primary sources.

- If your company is U.S.-formed: no FinCEN BOI filing is required as a general rule under the March 2025 interim final rule; keep up with state filings and continue good ownership recordkeeping.

- Because the BOI/CTA landscape changed materially in 2025, monitor FinCEN’s BOI webpage and FAQs for updates and consult counsel when in doubt.

• Foreign entities (formed under a foreign country’s law) that register to do business in the United States by filing a document with a secretary of state or similar office, and that do not qualify for an exemption, are required to file BOI reports.
• Importantly, foreign reporting companies do not have to report BOI for U.S. persons, and U.S. persons are exempt from providing BOI for such entities. Who does NOT need to file BOI with FinCEN (per IFR)?
• Domestic U.S.-formed LLCs, corporations, and other entities created in the United States generally do not have to report BOI to FinCEN.
• U.S. persons (individuals who are U.S. citizens or residents) are not required to provide BOI for companies that are the subject of the foreign-entity filings described above. How BOI interacts with state filings when expanding across states
• Forming a new domestic entity in another state (e.g., incorporating or forming an LLC in State B) or foreign qualifying a domestic company to do business in another state generally does not trigger BOI reporting obligations for domestic entities because the IFR removed domestic companies from the FinCEN reporting definition.
• Conversions or changes of formation jurisdiction can create new reporting-company status under FinCEN rules (e.g., if a conversion legally creates a new entity), but given the IFR exemption for domestic entities, most U.S. founders won’t need to file BOI in those cases. FinCEN’s FAQs note that a conversion that creates a new domestic reporting company can require filing under the prior rule set, and that companies must update reports for changes to reported information (name, jurisdiction of formation), but the IFR’s exemption changes the practical requirement for domestic companies.
• If your entity was formed under U.S. law (domestic), under current FinCEN rules (IFR March
• Determine if an exemption applies (FinCEN’s guidance lists statutory exemptions). If not exempt, file a BOI report using FinCEN’s BOI E-Filing System: https://boiefiling.fincen.gov/
• Collect required information for the entity: company name, principal place of business, jurisdiction of formation, Tax ID (or foreign TIN), and whether the filing is initial, correction, or update.
• Collect required information for each beneficial owner (if required by rule for that entity): name, date of birth, residential address, and a unique identifying number from an acceptable ID (passport, driver’s license) and an image of that ID. Note: under the IFR, foreign reporting companies need not report BOI for U.S. persons—confirm current FinCEN guidance for the precise interplay between beneficial-owner reporting and entity origin.
• Confusing state-level requirements (foreign qualification, annual reports) with FinCEN BOI reporting — they are distinct.
• Ignoring foreign-formation status: founders running foreign entities that register in the U.S. must act quickly to determine BOI obligations and file if required. When to consult counsel or a compliance provider
• If your entity is foreign-formed and registering in the U.S., or if your ownership or structure is complex (trusts, layered ownership, nominee arrangements), get legal counsel to determine whether an exemption applies and to prepare BOI filings.
• If your business has multi-jurisdictional ownership (foreign parent or intermediate entities) or uses non-individual owners or complicated ownership chains, professional help is advisable. State-specific notes (general guidance)
• FinCEN’s IFR is a federal rule; no state-level BOI filing currently replaces the federal filing for domestic entities. But individual states may publish guidance or coordinate with FinCEN; founders should check relevant state Secretary of State pages for any announcements.
• For state filings required when expanding across states (foreign qualification, annual reports), follow each state’s SOS site for deadlines and requirements—these remain independent of FinCEN’s BOI rule change. Bottom line for founders expanding across states
• If your company is foreign-formed and you register to do business in the U.S.: you may still need to file BOI reports with FinCEN within the short deadlines provided by the IFR—collect beneficial owner information (subject to the IFR’s limitations regarding U.S. persons) and file via FinCEN’s BOI E-Filing system.