BOI filings for newly created parent entities

Summary: Based on FinCEN primary guidance and contemporaneous legal commentary (March–April 2025 updates), Beneficial Ownership Information (BOI) reporting under the Corporate Transparency Act (CTA) now applies only to foreign entities that register to do business in the U.S. (the revised definition of “reporting company” in FinCEN’s March 2025 interim final rule).

Entities formed under U.S. law (formerly “domestic reporting companies”) and their U.S. beneficial owners were formally exempted by that interim final rule. For foreign reporting companies that do fall within the revised definition, FinCEN’s existing BOI filing system and data requirements remain in force, but deadlines and some reporting expectations were updated.Key points (actionable for U.S. business owners/LLC founders, focused on newly created parent entities):- Current federal scope: U.S.-formed entities are exempt from BOI reporting under FinCEN’s March 2025 interim final rule.

Only foreign entities that have registered to do business in a U.S. State or tribal jurisdiction are ‘‘reporting companies’’ required to file with FinCEN.- If you operate a U.S. domestic entity (LLC, corporation) created under state law: you generally do NOT need to file a BOI report with FinCEN under current federal guidance.

Nevertheless, confirm there are no state-level beneficial ownership reporting requirements applicable in your state (some states have considered or enacted separate rules); consult your state secretary of state guidance or counsel.- Newly created parent entities and reporting obligations: - A reporting company typically must report information about itself, its beneficial owners, and (for reporting companies created or registered on/after Jan 1, 2024) its company applicants.

Reporting companies are generally required to file their own BOI reports — group-level or single filings for a parent on behalf of subsidiaries are not permitted. - However, a special reporting rule allows a reporting company to report a parent company’s name in lieu of beneficial owner information only if (i) the beneficial owners hold their ownership interest solely through the parent company, and (ii) the parent company itself is an exempt entity. - If a parent entity is newly created and becomes (directly) the owner of a reporting company, that change is a reportable change: the reporting company must file an updated BOI report no later than 30 days after the date of the change.- Filing timelines (historical and current where relevant): - FinCEN opened BOI e-filing Jan 1, 2024.

Under the original rule, existing reporting companies (created or registered before Jan 1, 2024) had until Jan 1, 2025 to file initial BOIs; entities created/registered in 2024 had 90 days from effective creation/registration; entities created/registered on/after Jan 1, 2025 had 30 days. - After FinCEN’s March 26, 2025 interim final rule narrowing scope to foreign entities, FinCEN (and commentary) set new deadlines for foreign reporting companies: those registered to do business in the U.S. before March 26, 2025 were required to file by April 25, 2025; those registered on/after March 26, 2025 have 30 calendar days after notice their registration is effective to file.- What to collect and how to file (for reporting companies that must file): - For each individual beneficial owner: full legal name, date of birth, residential address, an identifying number from an acceptable ID (e.g., passport or driver’s license) and an image of the ID. - If applicable, collect company applicant information for companies formed/registered on/after Jan 1, 2024. - Provide company identifying information and a TIN if issued (EIN, SSN, ITIN); foreign entities may provide a foreign tax identification number and jurisdiction if no U.S.

TIN. - Certify the information is true, correct, and complete, and submit via FinCEN’s BOI e-filing site: https://boiefiling.fincen.gov .- Practical compliance checklist when a newly created parent entity is involved:

Summary: Based on FinCEN primary guidance and contemporaneous legal commentary (March–April 2025 updates), Beneficial Ownership Information (BOI) reporting under the Corporate Transparency Act (CTA) now applies only to foreign entities that register to do business in the U.S. (the revised definition of “reporting company” in FinCEN’s March 2025 interim final rule).

Entities formed under U.S. law (formerly “domestic reporting companies”) and their U.S. beneficial owners were formally exempted by that interim final rule. For foreign reporting companies that do fall within the revised definition, FinCEN’s existing BOI filing system and data requirements remain in force, but deadlines and some reporting expectations were updated.Key points (actionable for U.S. business owners/LLC founders, focused on newly created parent entities):- Current federal scope: U.S.-formed entities are exempt from BOI reporting under FinCEN’s March 2025 interim final rule.

Only foreign entities that have registered to do business in a U.S. State or tribal jurisdiction are ‘‘reporting companies’’ required to file with FinCEN.- If you operate a U.S. domestic entity (LLC, corporation) created under state law: you generally do NOT need to file a BOI report with FinCEN under current federal guidance.

Nevertheless, confirm there are no state-level beneficial ownership reporting requirements applicable in your state (some states have considered or enacted separate rules); consult your state secretary of state guidance or counsel.- Newly created parent entities and reporting obligations: - A reporting company typically must report information about itself, its beneficial owners, and (for reporting companies created or registered on/after Jan 1, 2024) its company applicants.

Reporting companies are generally required to file their own BOI reports — group-level or single filings for a parent on behalf of subsidiaries are not permitted.

- If a parent entity is newly created and becomes (directly) the owner of a reporting company, that change is a reportable change: the reporting company must file an updated BOI report no later than 30 days after the date of the change.- Filing timelines (historical and current where relevant): - FinCEN opened BOI e-filing Jan 1, 2024.

Under the original rule, existing reporting companies (created or registered before Jan 1, 2024) had until Jan 1, 2025 to file initial BOIs; entities created/registered in 2024 had 90 days from effective creation/registration; entities created/registered on/after Jan 1, 2025 had 30 days. - After FinCEN’s March 26, 2025 interim final rule narrowing scope to foreign entities, FinCEN (and commentary) set new deadlines for foreign reporting companies: those registered to do business in the U.S. before March 26, 2025 were required to file by April 25, 2025; those registered on/after March 26, 2025 have 30 calendar days after notice their registration is effective to file.- What to collect and how to file (for reporting companies that must file):

- If applicable, collect company applicant information for companies formed/registered on/after Jan 1, 2024.

• However, a special reporting rule allows a reporting company to report a parent company’s name in lieu of beneficial owner information only if (i) the beneficial owners hold their ownership interest solely through the parent company, and (ii) the parent company itself is an exempt entity.
• For each individual beneficial owner: full legal name, date of birth, residential address, an identifying number from an acceptable ID (e.g., passport or driver’s license) and an image of the ID.
• Provide company identifying information and a TIN if issued (EIN, SSN, ITIN); foreign entities may provide a foreign tax identification number and jurisdiction if no U.S. TIN.
• Certify the information is true, correct, and complete, and submit via FinCEN’s BOI e-filing site: https://boiefiling.fincen.gov .- Practical compliance checklist when a newly created parent entity is involved:

Determine whether your entity is a reporting company under the current (post-IFR) FinCEN definition (is it a foreign entity that has registered to do business in the U.S.?). If yes, proceed. If no (U.S. domestic entity), no federal BOI filing is currently required.

If your reporting company’s beneficial owners hold their interest only through a parent company, determine whether the parent qualifies as an exempt entity; if so, you may report the parent company’s name instead of individuals.

If a parent is newly created and becomes an owner, plan immediate recordkeeping

obtain the parent’s legal name, jurisdiction, and any relevant TIN; update your BOI records and file an updated BOI report within 30 days of the change if your company is a reporting company.

Do not assume state filings (formation or foreign qualification) satisfy BOI obligations — they are distinct. Confirm state-level obligations separately.

If in doubt, consult corporate counsel or a BOI/CTA compliance specialist — especially where cross-border ownership, foreign parents, or ambiguous exemption status exist.- Penalties and risk

FinCEN’s BOI regulations and the CTA provide civil and criminal penalties for willful failures to report or for submitting false information; companies should treat BOI data collection and filing as compliance priorities where they are subject to the rule.