BOI reporting for new LLCs

Comprehensive, up-to-date guidance for BOI reporting for new LLCs (U.S. business owners/LLC founders)Short summary (tl;dr)- As of March 26, 2025 FinCEN issued an interim final rule (IFR) that exempts all entities created in the United States (previously called ‘domestic reporting companies’) and U.S. persons from reporting Beneficial Ownership Information (BOI) to FinCEN.

Reporting obligations now apply only to certain foreign entities that register to do business in the U.S. by filing with a secretary of state or similar office. (FinCEN alert and Small Entity Compliance Guide.)- For most new U.S.-formed LLCs (domestic LLCs), there is currently no federal BOI filing obligation with FinCEN.

However, founders should still prepare and retain the BOI data that would have been required, watch for regulatory changes, and check for any state-level BOI or ownership-disclosure laws.- If you are a foreign entity that registers in the U.S. and is not exempt, you must file BOI with FinCEN under the IFR deadlines: entities registered before March 26, 2025 had to file by April 25, 2025; entities registered on or after March 26, 2025 have 30 calendar days after actual or public notice that the registration is effective to file an initial BOI report.Key compliance elements (what used to be -- and still is for foreign registrants)- Who must report: under the IFR, reporting companies are now limited to foreign entities that registered to do business in any U.S.

State or Tribal jurisdiction by filing with a secretary of state (FinCEN IFR). Domestic entities created in U.S. states are exempt under the IFR.

Prior guidance (pre-IFR) defined reporting companies to include most LLCs and corporations formed by filing with a state; that guidance has been superseded by the IFR. (FinCEN BOI pages and Small Entity Compliance Guide.)- Who are beneficial owners: individuals (natural persons) who (1) exercise substantial control over the company, or (2) own or control at least 25% of the company’s ownership interests.

Trusts or entities are not listed as beneficial owners. (FinCEN Small Entity Compliance Guide / FAQs.)- Company applicants: up to two individuals — (1) the person who directly files the formation/registration document, and (2) the person primarily responsible for directing or controlling that filing — must be reported for companies created/registered on or after Jan 1, 2024 (and still relevant for foreign reporting companies under the IFR). (FinCEN guidance.)- Required data fields: reporting company legal name and any DBA/trade name, company address (U.S. street address — P.O. boxes not allowed), jurisdiction of formation/registration, and a Taxpayer Identification Number (TIN) when issued (EIN, SSN, or ITIN; foreign TIN allowed for foreign companies).

For each beneficial owner and company applicant: full legal name, date of birth, current address (usually home address), an identifying document number (driver’s license, passport, or other acceptable ID) and an image of the document OR a FinCEN identifier provided by the individual. (Small Entity Compliance Guide, FinCEN FAQs.)- Filing method: BOI reports must be filed electronically via FinCEN’s BOI E‑Filing website ( https://boiefiling.fincen.gov ).

Creating a FinCEN ID is optional but can simplify reporting (individuals may obtain a FinCEN identifier to provide to reporting companies). (FinCEN BOI pages/FAQs.)- Timing / deadlines (post-IFR): under the March 26, 2025 IFR: foreign reporting companies registered before March 26, 2025 were required to file by April 25, 2025; foreign companies registered on/after March 26, 2025 have 30 calendar days from actual or public notice that their registration is effective to file. (FinCEN IFR alert and Small Entity Compliance Guide.)- Updates / corrections: reporting companies must file updated BOI reports no later than 30 days after any change to required information.

If an inaccuracy is discovered, it must be corrected within 30 days after the company becomes aware or has reason to know; FinCEN guidance also notes no penalties if inaccurate reports are corrected within 90 calendar days of filing. (Small Entity Compliance Guide / FAQs.)- Exemptions: FinCEN identifies many statutory exemptions (23 types in the rule), and the IFR treats domestic entities as exempt.

Special reporting rules allow reporting a parent company’s name in lieu of beneficiary details in limited situations. Always check FinCEN’s exemptions list and consult counsel for borderline situations. (FinCEN fact sheet & guide.)State-specific considerations (what LLC founders should watch for)- The BOI reporting rule (Corporate Transparency Act) is federal and administered by FinCEN.

FinCEN’s guidance makes clear that state filings or disclosures to states, the IRS, or financial institutions do not replace any federal BOI filing obligation. However, because the IFR now exempts domestic entities, the federal obligation likely does not apply to a typical new U.S.-formed LLC. (FinCEN FAQs.)- States and the District of Columbia have been active in proposing or adopting their own beneficial ownership/ownership-disclosure laws (e.g., New York proposals or DC rules); some states may require disclosure to the state filing office or include beneficial ownership fields in state filings.

These state-level regimes vary greatly in threshold, public accessibility, and timing. Use the National Association of Secretaries of State (NASS) resources and check the secretary of state website for each state where you form or register to do business. (NASS and state SOS notices summarized.)- Practically, the triggering date for federal BOI deadlines depends on actual notice or public notice provided by the secretary of state (practices vary by state).

Even if federal BOI does not apply to domestic LLCs now, founders should still: (1) obtain and preserve the information FinCEN would have required (names, DOB, addresses, ID docs), (2) obtain an EIN/TIN promptly when applicable, (3) monitor state filing notices and state BOI statutes, and (4) be ready to respond quickly if a reporting obligation applies (e.g., for foreign entities). (FinCEN Small Entity Compliance Guide / FAQs.)Practical checklist for new LLC founders (actionable steps)1.

Determine whether your LLC is a domestic formation (formed under U.S. state law) or a foreign entity registering to do business in the U.S. If domestic: under the March 26, 2025 IFR, you are currently exempt from filing BOI with FinCEN.

If foreign and not exempt: assess filing deadlines under the IFR. (FinCEN IFR & FAQs.)

Comprehensive, up-to-date guidance for BOI reporting for new LLCs (U.S. business owners/LLC founders)Short summary (tl;dr)- As of March 26, 2025 FinCEN issued an interim final rule (IFR) that exempts all entities created in the United States (previously called ‘domestic reporting companies’) and U.S. persons from reporting Beneficial Ownership Information (BOI) to FinCEN.

Reporting obligations now apply only to certain foreign entities that register to do business in the U.S. by filing with a secretary of state or similar office. (FinCEN alert and Small Entity Compliance Guide.)- For most new U.S.-formed LLCs (domestic LLCs), there is currently no federal BOI filing obligation with FinCEN.

However, founders should still prepare and retain the BOI data that would have been required, watch for regulatory changes, and check for any state-level BOI or ownership-disclosure laws.- If you are a foreign entity that registers in the U.S. and is not exempt, you must file BOI with FinCEN under the IFR deadlines: entities registered before March 26, 2025 had to file by April 25, 2025; entities registered on or after March 26, 2025 have 30 calendar days after actual or public notice that the registration is effective to file an initial BOI report.Key compliance elements (what used to be -- and still is for foreign registrants)- Who must report: under the IFR, reporting companies are now limited to foreign entities that registered to do business in any U.S.

State or Tribal jurisdiction by filing with a secretary of state (FinCEN IFR). Domestic entities created in U.S. states are exempt under the IFR.

Prior guidance (pre-IFR) defined reporting companies to include most LLCs and corporations formed by filing with a state; that guidance has been superseded by the IFR. (FinCEN BOI pages and Small Entity Compliance Guide.)- Who are beneficial owners: individuals (natural persons) who (1) exercise substantial control over the company, or (2) own or control at least 25% of the company’s ownership interests.

Trusts or entities are not listed as beneficial owners. (FinCEN Small Entity Compliance Guide / FAQs.)- Company applicants: up to two individuals — (1) the person who directly files the formation/registration document, and (2) the person primarily responsible for directing or controlling that filing — must be reported for companies created/registered on or after Jan 1, 2024 (and still relevant for foreign reporting companies under the IFR). (FinCEN guidance.)- Required data fields: reporting company legal name and any DBA/trade name, company address (U.S. street address — P.O. boxes not allowed), jurisdiction of formation/registration, and a Taxpayer Identification Number (TIN) when issued (EIN, SSN, or ITIN; foreign TIN allowed for foreign companies).

For each beneficial owner and company applicant: full legal name, date of birth, current address (usually home address), an identifying document number (driver’s license, passport, or other acceptable ID) and an image of the document OR a FinCEN identifier provided by the individual. (Small Entity Compliance Guide, FinCEN FAQs.)- Filing method: BOI reports must be filed electronically via FinCEN’s BOI E‑Filing website ( https://boiefiling.fincen.gov ).

Creating a FinCEN ID is optional but can simplify reporting (individuals may obtain a FinCEN identifier to provide to reporting companies). (FinCEN BOI pages/FAQs.)- Timing / deadlines (post-IFR): under the March 26, 2025 IFR: foreign reporting companies registered before March 26, 2025 were required to file by April 25, 2025; foreign companies registered on/after March 26, 2025 have 30 calendar days from actual or public notice that their registration is effective to file. (FinCEN IFR alert and Small Entity Compliance Guide.)- Updates / corrections: reporting companies must file updated BOI reports no later than 30 days after any change to required information.

If an inaccuracy is discovered, it must be corrected within 30 days after the company becomes aware or has reason to know; FinCEN guidance also notes no penalties if inaccurate reports are corrected within 90 calendar days of filing. (Small Entity Compliance Guide / FAQs.)- Exemptions: FinCEN identifies many statutory exemptions (23 types in the rule), and the IFR treats domestic entities as exempt.

Special reporting rules allow reporting a parent company’s name in lieu of beneficiary details in limited situations. Always check FinCEN’s exemptions list and consult counsel for borderline situations. (FinCEN fact sheet & guide.)State-specific considerations (what LLC founders should watch for)- The BOI reporting rule (Corporate Transparency Act) is federal and administered by FinCEN.

FinCEN’s guidance makes clear that state filings or disclosures to states, the IRS, or financial institutions do not replace any federal BOI filing obligation. However, because the IFR now exempts domestic entities, the federal obligation likely does not apply to a typical new U.S.-formed LLC. (FinCEN FAQs.)- States and the District of Columbia have been active in proposing or adopting their own beneficial ownership/ownership-disclosure laws (e.g., New York proposals or DC rules); some states may require disclosure to the state filing office or include beneficial ownership fields in state filings.

These state-level regimes vary greatly in threshold, public accessibility, and timing. Use the National Association of Secretaries of State (NASS) resources and check the secretary of state website for each state where you form or register to do business. (NASS and state SOS notices summarized.)- Practically, the triggering date for federal BOI deadlines depends on actual notice or public notice provided by the secretary of state (practices vary by state).

Even if federal BOI does not apply to domestic LLCs now, founders should still: (1) obtain and preserve the information FinCEN would have required (names, DOB, addresses, ID docs), (2) obtain an EIN/TIN promptly when applicable, (3) monitor state filing notices and state BOI statutes, and (4) be ready to respond quickly if a reporting obligation applies (e.g., for foreign entities). (FinCEN Small Entity Compliance Guide / FAQs.)Practical checklist for new LLC founders (actionable steps)1.

Determine whether your LLC is a domestic formation (formed under U.S. state law) or a foreign entity registering to do business in the U.S. If domestic: under the March 26, 2025 IFR, you are currently exempt from filing BOI with FinCEN.

If foreign and not exempt: assess filing deadlines under the IFR. (FinCEN IFR & FAQs.)

Gather and store the BOI elements proactively for your records

full legal names, DOBs, current addresses (home addresses where required), ID document numbers and images, and the company’s TIN (EIN when available). Use secure document storage and limited access. (Small Entity Compliance Guide.)

Obtain an EIN quickly if your company has employees, opens U.S. bank accounts, or if a TIN will be required for filings. FinCEN FAQs explain acceptable TIN handling for disregarded entities and chains of ownership. (FinCEN FAQs.)

Consider having beneficial owners and company applicants create FinCEN identifiers (optional). A FinCEN identifier allows filing companies to include that identifier in the BOI report instead of uploading the owner’s personal ID info and image. (Small Entity Compliance Guide.)

Create an internal compliance calendar to watch for deadlines (30-day update windows and 30-day change/correction windows) and state filing notice practices. (FinCEN FAQs/Guide.)6. Monitor FinCEN and state SOS announcements closely — the BOI program has had significant changes and litigation developments; guidance may change. Subscribe to FinCEN updates, and consult an attorney or compliance advisor for complex ownership structures, trusts, or cross-border ownership. (FinCEN site and NASS guidance.)Risks & enforcement notes- FinCEN stated it will not enforce BOI penalties against U.S. citizens or domestic reporting companies or their beneficial owners in accord with the March 2, 2025 Treasury announcement and the March 26 IFR. However, foreign reporting companies that meet the rule’s definition and are not exempt remain subject to reporting deadlines and potential enforcement. (FinCEN BOI alert.)- State-level disclosure laws can differ; some state regimes may include penalties for noncompliance or make beneficial ownership information publicly accessible. Check state law for any obligations separate from federal BOI. (State SOS notices, NASS resources.)Bottom line for US business owners / LLC founders- If you are forming a typical U.S. domestic LLC, you are currently exempt from reporting BOI to FinCEN under the March 26, 2025 IFR. Nevertheless, collect and securely store the BOI data, obtain a TIN/EIN when needed, track state filing rules, and be ready to file if you later become non-exempt or if the rule changes. If you are a foreign entity registering to do business in a U.S. state, follow the IFR deadlines and file BOI via FinCEN’s E-Filing system and consult competent counsel.Recommended next resources (authoritative links to read and share)- FinCEN – BOI main page

https://www.fincen.gov/boi- FinCEN – IFR press release (Mar 26, 2025): https://www.fincen.gov/news/news-releases/fincen-removes-beneficial-ownership-reporting-requirements-us-companies-and-us- FinCEN – BOI FAQs: https://www.fincen.gov/boi-faqs- FinCEN – Small Entity Compliance Guide (PDF): https://www.fincen.gov/system/files/shared/BOI_Small_Compliance_Guide.v1.1-FINAL.pdf- National Association of Secretaries of State (NASS) initiative page: https://www.nass.org/initiatives/state-incorporation-collection-company-ownership-infoIf you want, I can now: (A) Draft a full blog post optimized for the target audience (US business owners/LLC founders) that explains the current rule, practical steps, sample language and checklists (state-agnostic), and suggested internal record-keeping templates; (B) Produce an email newsletter version (subject: "BOI reporting for new LLCs") tailored to your newsletter_template_name; or (C) Create state-by-state notes for specific states you choose (I can research specific state secretary of state sites). Tell me which deliverable you want next.