BOI compliance for large-scale Amazon sellers

Research steps taken and summary: I ran parallel web searches focused on FinCEN/CTA BOI (Beneficial Ownership Information) reporting, official FinCEN filing instructions, and reporting guidance aimed at small businesses and online sellers. I prioritized official FinCEN materials (Small Entity Compliance Guide and BOIR filing instructions) and reputable reporting (news coverage summarizing litigation and timing). The bulk of authoritative compliance detail comes from FinCEN’s Small Entity Compliance Guide (Version 1.4, March 2025) and FinCEN’s BOIR Filing Instructions (January 2024); media coverage (e.g., EcommerceBytes) documents litigation-driven pauses and updates to deadlines. Key findings and practical guidance for large-scale Amazon sellers (U.S. audience; LLC founders/US business owners): 1) Current scope and major rule change (FinCEN interim final rule — March 26, 2025): - FinCEN issued an interim final rule that revised the definition of “reporting company” under the Corporate Transparency Act (CTA). Under the March 26, 2025 revision, the reporting-company definition was narrowed to mean only entities formed under the law of a foreign country that have registered to do business in any U.S. state or tribal jurisdiction by filing with a secretary of state or similar office — i.e., foreign entities that have registered in the U.S. Domestic entities previously treated as “domestic reporting companies” were formally exempted from the CTA’s reporting requirements under this interim final rule. (Implication: many U.S.-formed LLCs/corporations may no longer be required to file BOI, but foreign sellers/entities registered in the U.S. remain subject.) - Deadlines created by the March 26, 2025 change: reporting companies registered to do business in the U.S. before March 26, 2025 must file BOI reports by April 25, 2025; those registered on or after March 26, 2025 have 30 calendar days after notice of effective registration to file an initial BOI report. 2) Filing portal, timing, and update requirements (FinCEN filing instructions): - BOI reports must be filed electronically through FinCEN’s secure BOI e-filing portal (https://boiefiling.fincen.gov). FinCEN’s BOIR Filing Instructions explain where and how to file and note timelines for initial, updated, and corrected reports. - If a reporting company’s required information changes, the company must file an updated BOI report no later than 30 days after the change. If the reporting company learns of an inaccuracy, it must correct it no later than 30 days after becoming aware. There is a 90-calendar-day safe harbor for voluntarily correcting inaccurate filings in certain circumstances. 3) Who is a reporting company and who is exempt: practical determination for Amazon sellers - Classic reporting-company triggers: entities formed by filing a document with a secretary of state (previously meant U.S. domestic companies) and certain foreign entities registered to do business in U.S. states. Under the March 26, 2025 interim rule, the practical focus shifts to foreign entities that register to do business in U.S. states. Sole proprietorships generally are not reporting companies (unless formed by filing a document with a secretary of state). - Exemptions (FinCEN guidance identifies multiple categories of exempt entities such as certain regulated firms, inactive entities, large operating companies, and subsidiaries; sellers should review FinCEN guidance to confirm whether an exemption applies to their structure). 4) Who is a beneficial owner / company applicant – what to collect - Beneficial owner: any individual who directly or indirectly (1) exercises substantial control over the company, or (2) owns or controls at least 25% of the ownership interests. Companies must also sometimes report information for company applicants. - Required identifying information typically includes full legal name, date of birth, current residential or business address, and a unique identifying number from an acceptable ID (e.g., passport, driver’s license) plus the issuing jurisdiction; companies can request a FinCEN identifier for individuals or companies to simplify future reporting. 5) Penalties and enforcement - FinCEN’s guidance warns of enforcement: willful failure to report, willful filing of false information, or willful failure to correct may result in civil penalties (FinCEN guidance cites up to $500 per day) and criminal penalties (up to two years imprisonment and/or fines up to $10,000). FinCEN also notes enforcement discretion and a safe harbor for timely voluntary corrections. - Note: media reporting around Dec 2024–Jan 2025 recorded court litigation and temporary stays affecting whether companies were required to file while litigation was pending; practitioners should confirm current enforcement posture on fincen.gov/boi before acting. 6) Practical checklist for large-scale Amazon sellers (recommended next steps) - Step 1: Entity-screening: identify each legal entity you use for U.S. Amazon business (U.S. LLCs, Delaware/SPV, foreign entities registered in the U.S., subsidiaries, inventory-holding companies, 3PL entities). Sole proprietorships that were not created by filing are usually not reporting companies. - Step 2: Test reporting-company status against FinCEN updated definition and exemptions. If foreign entity registered to do business in a U.S. state -> likely a reporting company. If U.S.-formed domestic entity, confirm whether it remains exempt under the March 26, 2025 interim final rule. - Step 3: For entities that are reporting companies, collect BOI data for beneficial owners (name, DOB, address, ID type/number/issuing jurisdiction) and for company applicants (where applicable). Document evidence (copies of IDs, ownership records, operating agreements, board minutes, KYC questionnaires). Consider centralizing data in a secure document repository and logging collection dates to enable 30-day update compliance. - Step 4: Determine deadlines: if you are a reporting company registered before March 26, 2025, check the April 25, 2025 filing requirement; if registered on/after March 26, 2025, prepare to file within 30 days of effective registration. Maintain calendar reminders for 30-day updates and 30-day corrections. - Step 5: File via FinCEN’s BOI e-filing portal; consider requesting FinCEN identifiers to simplify future updates. Do not click suspicious email links—go directly to fincen.gov to access the portal. - Step 6: Engage counsel and/or compliance/accounting provider to assist with complex ownership chains, foreign ownership, trusts, nominee arrangements, and interpreting exemptions (a tax or corporate attorney is recommended for multi-entity sellers). Keep contemporaneous documentation for audit and enforcement defense. 7) Specific considerations for Amazon sellers and e-commerce structures - FBA/3PL inventory-holding entities: many sellers create separate LLCs or foreign entities to hold inventory, operate payment-processing entities, or manage IP; each separate legal entity should be screened for BOI reporting obligations. - Multi-entity/marketplace arrangements: aggregated ownership across entities, ultimate beneficial owner chains, and nominee managers can create reporting obligations — identify natural persons (not entities) who meet ‘substantial control’ or 25% ownership thresholds. - International sellers using foreign companies that register in U.S. states (to obtain an EIN or bank accounts, or to operate there) are likely within scope and must be prioritized for BOI filings. 8) Litigation and operational caution - There was litigation in late 2024/early 2025 that caused temporary stays and FinCEN alerts indicating companies were not required to file while certain orders were in force; FinCEN later published the March 26, 2025 interim final rule narrowing the reporting-company definition. Because litigation and rulemaking evolved quickly, I recommend confirming the current obligations and deadlines at fincen.gov/boi before filing. Sources and verbatim excerpts (used to build the guidance above):