BOI filing for startups with multiple co-founders

Summary (for research verification): As of January 3, 2026, FinCEN’s March 26, 2025 interim final rule (IFR) narrowed the scope of BOI reporting under the Corporate Transparency Act so that domestic (U.S.-formed) entities and U.S. persons are exempt from reporting.

Reporting companies now are defined to mean primarily foreign-formed entities that register to do business in a U.S. State or Tribal jurisdiction (i.e., foreign reporting companies).

Domestic startups formed in the U.S. generally do not need to file BOI reports under the current IFR, but foreign-formed entities registered in the U.S. may still have filing obligations. Key compliance points and practical guidance for startups with multiple co-founders: - Who must file now: foreign reporting companies registered to do business in the U.S. (domestic U.S. entities are exempt under the IFR).

Check your entity’s formation jurisdiction. If your startup is U.S.-formed, you are currently exempt from BOI filing, but monitor rulemaking for changes. - Determining beneficial owners: report each individual who (1) owns or controls at least 25% of ownership interests, or (2) exercises substantial control.

FinCEN defines substantial control using categories (senior officers, authority to appoint/remove officers/directors, important decision-maker, or other forms of substantial control). If no individual meets the 25% threshold, report those who exercise substantial control—FinCEN expects each reporting company to have at least one beneficial owner. - Company applicants: for entities created/registered on or after January 1, 2024, report up to two company applicants (the person who filed the formation/registration document and, if multiple people filed, the person primarily responsible for directing or controlling the filing). - What to collect and report: for each beneficial owner (and company applicant where required) collect name, date of birth, residential address, an identifying number from an acceptable ID (e.g., driver’s license or passport) and an image of that ID.

A FinCEN Identifier is an optional alternative for repeated reporting of the same individual. - Deadlines and updates: under the IFR, foreign reporting companies registered before March 26, 2025, had an initial deadline of April 25, 2025.

Entities registered on/after March 26, 2025, generally have 30 calendar days after their registration becomes effective to file an initial BOI report. Report updates/corrections within 30 calendar days of any change. - Special rules and aggregation: FinCEN’s rules address ownership held through intermediate entities (report the underlying individuals, with narrow exceptions allowing reporting an exempt intermediate entity name or FinCEN identifier in limited circumstances).

If ownership is disputed or in active litigation, report all individuals who exercise substantial control and those with claims to at least 25% ownership, and update within 30 days of resolution. - Startups with multiple co-founders (

Summary (for research verification): As of January 3, 2026, FinCEN’s March 26, 2025 interim final rule (IFR) narrowed the scope of BOI reporting under the Corporate Transparency Act so that domestic (U.S.-formed) entities and U.S. persons are exempt from reporting.

Reporting companies now are defined to mean primarily foreign-formed entities that register to do business in a U.S. State or Tribal jurisdiction (i.e., foreign reporting companies).

Domestic startups formed in the U.S. generally do not need to file BOI reports under the current IFR, but foreign-formed entities registered in the U.S. may still have filing obligations. Key compliance points and practical guidance for startups with multiple co-founders:

- Determining beneficial owners: report each individual who (1) owns or controls at least 25% of ownership interests, or (2) exercises substantial control. FinCEN defines substantial control using categories (senior officers, authority to appoint/remove officers/directors, important decision-maker, or other forms of substantial control).

If no individual meets the 25% threshold, report those who exercise substantial control—FinCEN expects each reporting company to have at least one beneficial owner. - Company applicants: for entities created/registered on or after January 1, 2024, report up to two company applicants (the person who filed the formation/registration document and, if multiple people filed, the person primarily responsible for directing or controlling the filing).

- Deadlines and updates: under the IFR, foreign reporting companies registered before March 26, 2025, had an initial deadline of April 25, 2025. Entities registered on/after March 26, 2025, generally have 30 calendar days after their registration becomes effective to file an initial BOI report.

Report updates/corrections within 30 calendar days of any change. - Special rules and aggregation: FinCEN’s rules address ownership held through intermediate entities (report the underlying individuals, with narrow exceptions allowing reporting an exempt intermediate entity name or FinCEN identifier in limited circumstances).

If ownership is disputed or in active litigation, report all individuals who exercise substantial control and those with claims to at least 25% ownership, and update within 30 days of resolution.

• Who must file now: foreign reporting companies registered to do business in the U.S. (domestic U.S. entities are exempt under the IFR). Check your entity’s formation jurisdiction. If your startup is U.S.-formed, you are currently exempt from BOI filing, but monitor rulemaking for changes.
• What to collect and report: for each beneficial owner (and company applicant where required) collect name, date of birth, residential address, an identifying number from an acceptable ID (e.g., driver’s license or passport) and an image of that ID. A FinCEN Identifier is an optional alternative for repeated reporting of the same individual.
• Startups with multiple co-founders (