BOI reporting support for founders with fluctuating ownership

The landscape of Beneficial Ownership Information (BOI) reporting for U.S. companies has undergone a significant change. As of an interim final rule effective March 26, 2025, the Financial Crimes Enforcement Network (FinCEN) has removed the requirement for U.S. companies and U.S. persons to report beneficial ownership information. This means that entities previously categorized as "domestic reporting companies" are now exempt from BOI reporting requirements. Therefore, the original focus on "BOI reporting support for founders with fluctuating ownership" for U.S. business owners and LLC founders is largely superseded by this exemption. U.S. businesses, including LLCs, are no longer required to file initial BOI reports or update previously filed reports with FinCEN. The BOI reporting obligations now primarily apply to foreign entities. Specifically, foreign entities that are registered to do business in any U.S. State or Tribal jurisdiction and do not qualify for an exemption must report their BOI to FinCEN under new deadlines: * Foreign reporting companies registered to do business in the United States before March 26, 2025, must file BOI reports by April 25, 2025. * Foreign reporting companies registered to do business in the United States on or after March 26, 2025, have 30 calendar days to file an initial BOI report after receiving notice that their registration is effective. It is important to note that these foreign entities are not required to report any U.S. persons as beneficial owners, and U.S. persons are exempt from providing BOI with respect to any such foreign entity for which they are a beneficial owner. While the immediate concern for U.S. founders regarding fluctuating ownership and BOI reporting has been alleviated by this exemption, it is always advisable for businesses to stay informed about potential future regulatory changes. For foreign entities that are still subject to reporting, any changes to their beneficial ownership information would require an updated report within 30 days of the change. However, the type of ownership interest (e.g., conversion of preferred shares to common stock) does not trigger an update unless it changes who meets the ownership interest threshold or substantial control criteria. In summary, U.S. business owners and LLC founders no longer need to be concerned with FinCEN BOI reporting requirements as of March 26, 2025. The focus has shifted to foreign entities operating in the U.S.