BOI filing for founders migrating to the U.S. later

Key, actionable conclusions (high-level): - As of the interim final rule published March 26, 2025, FinCEN revised the definition of "reporting company" so that entities created in the United States (formerly "domestic reporting companies") and their beneficial owners are exempt from BOI reporting to FinCEN.

Reporting obligations now generally apply only to certain foreign entities formed under foreign law that register to do business in a U.S. State or Tribal jurisdiction by filing with a secretary of state or similar office. - Foreign reporting companies that register to do business in the U.S. must file BOI reports to FinCEN according to new deadlines: those registered before March 26, 2025 had until April 25, 2025 to file; those registered on or after March 26, 2025 must file an initial BOI report within 30 calendar days after receiving actual or public notice their registration/creation is effective. - FinCEN’s interim final rule exempts reporting companies from reporting the BOI of any U.S. persons; likewise U.S. persons are exempt from having to provide BOI to reporting companies.

Foreign reporting companies generally must report BOI only with respect to non-U.S. person beneficial owners (with special rules for foreign pooled investment vehicles). - The 23 statutory exemptions (e.g., banks, publicly traded companies, large operating companies, regulated entities, pooled investment vehicles under certain conditions) continue to apply; foreign-status and ownership can affect exemption availability. - Timing for initial reports and updates is tied to the date of creation/registration becoming effective (the earlier of actual notice or public posting by SOS).

State filing practices vary; states’ notice mechanisms (immediate automated notice vs public posting) affect when the 30-day clock starts. Practical guidance for founders (including foreign founders who may migrate to the U.S. later): - Determine whether the subject entity is a "reporting company" under the IFR: if the entity is formed under U.S. state law (e.g., a U.S.

LLC formed by filing with a state), it is exempt under the interim final rule (no BOI filing to FinCEN). If the entity is a foreign company that registers to do business in the U.S., BOI filing obligations may apply (but excluding U.S. person BOI). - If the entity must file (foreign reporting company): collect and verify BOI data for non-U.S. beneficial owners and company applicant(s).

Required data elements include: full legal name; date of birth; address (foreign or U.S.); unique identification number (if a U.S. person then SSN/ITIN; if not issued a U.S. TIN then a foreign TIN may be provided) and the jurisdiction that issued it; and an image of an identification document (e.g., passport) where applicable.

If an individual has no TIN, FinCEN accepts foreign taxpayer ID plus jurisdiction name (see FAQ guidance on TINs). - Company applicant: the person who filed the document creating or first registering the company in the U.S. (or, in some cases, up to two individuals) must be identified on the BOI report where the rules require.

For foreign reporting companies, the rule exempts reporting of U.S. persons’ BOI, so a U.S. person company applicant would not need to be reported. - State registration interactions: the BOI filing clock is tied to actual notice or public notice of registration effectiveness.

Different states have different practices; for entities formed/registered in states where SOS provides immediate notice, the 30-day clock may start sooner. Subsequent state registrations that merely authorize doing business elsewhere do not trigger separate BOI filings. - Updates/Corrections: foreign reporting companies must update or correct previously filed BOI reports within specified timeframes (the IFR extended and clarified the timeframe to 30 calendar days for initial filings and certain updates).

Watch for FinCEN guidance for final rule changes; maintain internal process to detect changes in beneficial owners or company applicants and file timely updates. - Handling founders who are currently abroad but may migrate later: If the company is a U.S.-created entity (U.S.

LLC), it is exempt from BOI reporting under the IFR — founders (whether foreign nationals or later U.S. residents) are not required to have BOI reported to FinCEN. If the company is a foreign entity that registered in the U.S., non-U.S. person founders should be included in BOI reporting (collect passport, foreign TIN, DOB, and foreign address).

If a non-U.S. founder later acquires U.S. person status, FinCEN’s interim rule exempts reporting U.S. persons’ BOI for foreign reporting companies (meaning foreign reporting companies will not be required to report U.S. persons as BOs).

Note: law and final guidance may change; continue monitoring FinCEN updates. - Compliance best practices checklist for affected entities (recommended):

- The 23 statutory exemptions (e.g., banks, publicly traded companies, large operating companies, regulated entities, pooled investment vehicles under certain conditions) continue to apply; foreign-status and ownership can affect exemption availability. - Timing for initial reports and updates is tied to the date of creation/registration becoming effective (the earlier of actual notice or public posting by SOS).

- State registration interactions: the BOI filing clock is tied to actual notice or public notice of registration effectiveness. Different states have different practices; for entities formed/registered in states where SOS provides immediate notice, the 30-day clock may start sooner.

Subsequent state registrations that merely authorize doing business elsewhere do not trigger separate BOI filings. - Updates/Corrections: foreign reporting companies must update or correct previously filed BOI reports within specified timeframes (the IFR extended and clarified the timeframe to 30 calendar days for initial filings and certain updates).

Watch for FinCEN guidance for final rule changes; maintain internal process to detect changes in beneficial owners or company applicants and file timely updates.

FinCEN’s interim final rule exempts reporting companies from reporting the BOI of any U.S. persons; likewise U.S. persons are exempt from having to provide BOI to reporting companies. Foreign reporting companies generally must report BOI only with respect to non-U.S. person beneficial owners (with special rules for foreign pooled investment vehicles).
Determine whether the subject entity is a "reporting company" under the IFR: if the entity is formed under U.S. state law (e.g., a U.S. LLC formed by filing with a state), it is exempt under the interim final rule (no BOI filing to FinCEN). If the entity is a foreign company that registers to do business in the U.S., BOI filing obligations may apply (but excluding U.S. person BOI).
If the entity must file (foreign reporting company): collect and verify BOI data for non-U.S. beneficial owners and company applicant(s). Required data elements include: full legal name; date of birth; address (foreign or U.S.); unique identification number (if a U.S. person then SSN/ITIN; if not issued a U.S. TIN then a foreign TIN may be provided) and the jurisdiction that issued it; and an image of an identification document (e.g., passport) where applicable. If an individual has no TIN, FinCEN accepts foreign taxpayer ID plus jurisdiction name (see FAQ guidance on TINs).
Company applicant: the person who filed the document creating or first registering the company in the U.S. (or, in some cases, up to two individuals) must be identified on the BOI report where the rules require. For foreign reporting companies, the rule exempts reporting of U.S. persons’ BOI, so a U.S. person company applicant would not need to be reported.
Handling founders who are currently abroad but may migrate later: If the company is a U.S.-created entity (U.S. LLC), it is exempt from BOI reporting under the IFR — founders (whether foreign nationals or later U.S. residents) are not required to have BOI reported to FinCEN. If the company is a foreign entity that registered in the U.S., non-U.S. person founders should be included in BOI reporting (collect passport, foreign TIN, DOB, and foreign address). If a non-U.S. founder later acquires U.S. person status, FinCEN’s interim rule exempts reporting U.S. persons’ BOI for foreign reporting companies (meaning foreign reporting companies will not be required to report U.S. persons as BOs). Note: law and final guidance may change; continue monitoring FinCEN updates.
Compliance best practices checklist for affected entities (recommended):

Classify the entity

domestic U.S. formation vs foreign formation + U.S. registration.

Check applicable exemptions (23 categories) carefully using FinCEN FAQ and guidance.

If filing required, collect and verify

full legal name; DOB; role (beneficial owner vs company applicant); address; ID number and issuing jurisdiction (SSN/ITIN/EIN or foreign TIN); and ID document image (passport or government ID).

Maintain internal records of date of state registration/public notice and set calendar reminders for initial BOI filing (30 days per IFR). 5. Monitor ownership/control changes and update BOI within required timeframe (30 days for many changes under IFR).

Use FinCEN’s BOI E-Filing System; consider a FinCEN ID (optional).

Retain documentation of due diligence and filing for audit/defense against potential enforcement actions. Caveats and monitoring items

- The March 26, 2025 interim final rule represents a major regulatory change (exempting domestic companies). FinCEN is accepting comments and intends to issue a final rule; further changes could occur. Continue to monitor FinCEN, the Federal Register, and reputable legal advisories. - Some FinCEN FAQs and guidance pages may not yet be fully updated to reflect the interim final rule; rely on the IFR text and FinCEN news release for the most current approach, and check for IFR Q&A on FinCEN’s site.