BOI compliance requirement mapping for new founders

As of the FinCEN interim final rule published March 26, 2025, U.S.-created entities (formerly “domestic reporting companies”) and U.S. persons are exempt from BOI reporting to FinCEN under the CTA; the revised "reporting company" definition now covers only certain foreign-formed entities that registered to do business in the U.S.

Foreign reporting companies that are registered to do business in the U.S. and do not qualify for an exemption remain subject to BOI reporting to FinCEN, with new deadlines. Many state Secretaries of State have posted guidance confirming the federal rule and linking to FinCEN; some states (e.g., New York) are developing or operating their own beneficial owner disclosure programs with their own timelines and filing systems.Key findings, details, and practical guidance for new founders (LLC/corporation) in the U.S.:1) Federal (FinCEN) status and who must report- FinCEN’s March 26, 2025 interim final rule revises the reporting company definition to: entities formed under the law of a foreign country that have registered to do business in any U.S.

State or Tribal jurisdiction (i.e., foreign reporting companies). U.S-created entities (domestic) and their beneficial owners are exempt from BOI reporting to FinCEN under the CTA.- Practical implication for new U.S. founders: If you form your LLC or corporation in a U.S. state, you generally do not need to file BOI reports with FinCEN under the current IFR (but watch for future rulemaking or litigation changes).

However, foreign-formed entities registering in the U.S. likely must comply.2) Deadlines for foreign reporting companies (per IFR)- Foreign reporting companies registered to do business in the U.S. before March 26, 2025: generally required to file BOI reports by April 25, 2025.- Foreign reporting companies registered on or after March 26, 2025: generally have 30 calendar days from notice that registration is effective to file an initial BOI report.3) What information was required under the BOI rule (useful for preparation even if domestic entities currently exempt)- Reporting company information: legal name, trade/DBA names, current U.S. address, jurisdiction of formation/registration, TIN (EIN) where applicable.- Beneficial owners: full name, date of birth, current residential address, unique identifying number from acceptable ID (unexpired passport, state driver’s license or other ID) plus an image of the ID document.- Company applicants (for entities created or registered on/after Jan 1, 2024): individuals who directly file or are primarily responsible for filing the document that creates/ registers the company — may need to be reported in certain circumstances.- FinCEN identifiers: individuals and reporting companies may request FinCEN identifiers to use in place of personally-identifying fields in reports.4) Timelines to update/correct reports and safe harbors- Updates/corrections: reporting companies must update BOI reports within 30 days of a change in reported information (e.g., ownership changes, address, or ID change).- Safe harbor: Voluntary corrected reports submitted within 90 days of the original filing deadline may qualify for safe harbor from penalty for an originally inaccurate filing.5) Penalties and enforcement- Willful failure to report, willful provision of false information, or willfully causing a company not to report may lead to civil penalties up to $500 per day and criminal penalties (up to 2 years imprisonment and/or fines up to $10,000).

FinCEN has said it will apply enforcement factors and in the IFR applied exemptions and deadline extensions accordingly.6) State-level context and variances (what founders should know)- Most Secretaries of State are NOT the filing authority for federal BOI reporting; they direct filers to FinCEN and provide informational notices.

Example: California and Texas SOS pages explicitly state FinCEN handles BOI reporting and the state will not collect the BOI.- Some states are building or have built their own beneficial ownership disclosure programs or registries with state-specific filing requirements and timelines.

Notably, New York State published a Small Business Beneficial Ownership Disclosure Compliance Guide and is establishing a state filing system effective January 1, 2026 for certain foreign-formed entities authorized to do business in NY — with its own deadlines, fees, and enforcement.

Delaware’s Division of Corporations points filers to FinCEN and lists third-party service providers that can help with BOI filings.- Practical implication: New founders must check both federal (FinCEN) status and state-specific programs (some states may require filings or attestations to the state for state BOI/beneficial owner disclosure).

Rely on official state SOS pages for state-specific obligations.7) Special cases & considerations for founders- Foreign-owned entities: If forming or registering a foreign entity to do business in the U.S., expect BOI reporting obligations under FinCEN’s current IFR unless an exemption applies.

Note: FinCEN’s IFR also states U.S. persons do not have to report BOI with respect to those foreign companies.- Series LLCs, trusts, pooled investment vehicles, publicly traded companies, governmental entities, large operating companies and 23 enumerated exemptions: many specific exemptions exist; review FinCEN’s Small Entity Compliance Guide and the regulatory text to determine applicability.8) Practical checklist for new founders (recommended immediate actions)- Confirm entity origin: Are you forming the entity under U.S. state law (domestic) or registering a foreign entity in the U.S.?

Domestic formations are currently exempt from FinCEN BOI reporting under the March 2025 IFR; foreign registrations likely must report.- Check state SOS guidance: visit your state Secretary of State’s BOI/CTA guidance pages for any state-level beneficial ownership programs or attestation requirements (states vary — e.g., NY has its own program effective 1/1/2026; most states only provide notices and refer to FinCEN).- Prepare documentation: collect ownership charts, KYC documents (IDs/passports), dates of birth, residential addresses, EIN/TIN, and documentation of control (titles, operating agreements) to identify beneficial owners and company applicants.- Consider obtaining FinCEN identifiers for individuals to reduce personal data transmission in filings (optional).- Engage counsel or compliance provider if foreign-formed or if ownership is complex (trusts, nominee arrangements, pooled vehicles).- Monitor FinCEN and state SOS pages for updates — rulemaking or litigation could change applicability.

As of the FinCEN interim final rule published March 26, 2025, U.S.-created entities (formerly “domestic reporting companies”) and U.S. persons are exempt from BOI reporting to FinCEN under the CTA; the revised "reporting company" definition now covers only certain foreign-formed entities that registered to do business in the U.S.

Foreign reporting companies that are registered to do business in the U.S. and do not qualify for an exemption remain subject to BOI reporting to FinCEN, with new deadlines. Many state Secretaries of State have posted guidance confirming the federal rule and linking to FinCEN; some states (e.g., New York) are developing or operating their own beneficial owner disclosure programs with their own timelines and filing systems.Key findings, details, and practical guidance for new founders (LLC/corporation) in the U.S.:1) Federal (FinCEN) status and who must report- FinCEN’s March 26, 2025 interim final rule revises the reporting company definition to: entities formed under the law of a foreign country that have registered to do business in any U.S.

State or Tribal jurisdiction (i.e., foreign reporting companies). U.S-created entities (domestic) and their beneficial owners are exempt from BOI reporting to FinCEN under the CTA.- Practical implication for new U.S. founders: If you form your LLC or corporation in a U.S. state, you generally do not need to file BOI reports with FinCEN under the current IFR (but watch for future rulemaking or litigation changes).

However, foreign-formed entities registering in the U.S. likely must comply.2) Deadlines for foreign reporting companies (per IFR)- Foreign reporting companies registered to do business in the U.S. before March 26, 2025: generally required to file BOI reports by April 25, 2025.- Foreign reporting companies registered on or after March 26, 2025: generally have 30 calendar days from notice that registration is effective to file an initial BOI report.3) What information was required under the BOI rule (useful for preparation even if domestic entities currently exempt)- Reporting company information: legal name, trade/DBA names, current U.S. address, jurisdiction of formation/registration, TIN (EIN) where applicable.- Beneficial owners: full name, date of birth, current residential address, unique identifying number from acceptable ID (unexpired passport, state driver’s license or other ID) plus an image of the ID document.- Company applicants (for entities created or registered on/after Jan 1, 2024): individuals who directly file or are primarily responsible for filing the document that creates/ registers the company — may need to be reported in certain circumstances.- FinCEN identifiers: individuals and reporting companies may request FinCEN identifiers to use in place of personally-identifying fields in reports.4) Timelines to update/correct reports and safe harbors- Updates/corrections: reporting companies must update BOI reports within 30 days of a change in reported information (e.g., ownership changes, address, or ID change).- Safe harbor: Voluntary corrected reports submitted within 90 days of the original filing deadline may qualify for safe harbor from penalty for an originally inaccurate filing.5) Penalties and enforcement- Willful failure to report, willful provision of false information, or willfully causing a company not to report may lead to civil penalties up to $500 per day and criminal penalties (up to 2 years imprisonment and/or fines up to $10,000).

FinCEN has said it will apply enforcement factors and in the IFR applied exemptions and deadline extensions accordingly.6) State-level context and variances (what founders should know)- Most Secretaries of State are NOT the filing authority for federal BOI reporting; they direct filers to FinCEN and provide informational notices.

Example: California and Texas SOS pages explicitly state FinCEN handles BOI reporting and the state will not collect the BOI.- Some states are building or have built their own beneficial ownership disclosure programs or registries with state-specific filing requirements and timelines.

Notably, New York State published a Small Business Beneficial Ownership Disclosure Compliance Guide and is establishing a state filing system effective January 1, 2026 for certain foreign-formed entities authorized to do business in NY — with its own deadlines, fees, and enforcement.

Delaware’s Division of Corporations points filers to FinCEN and lists third-party service providers that can help with BOI filings.- Practical implication: New founders must check both federal (FinCEN) status and state-specific programs (some states may require filings or attestations to the state for state BOI/beneficial owner disclosure).

Rely on official state SOS pages for state-specific obligations.7) Special cases & considerations for founders- Foreign-owned entities: If forming or registering a foreign entity to do business in the U.S., expect BOI reporting obligations under FinCEN’s current IFR unless an exemption applies.

Note: FinCEN’s IFR also states U.S. persons do not have to report BOI with respect to those foreign companies.- Series LLCs, trusts, pooled investment vehicles, publicly traded companies, governmental entities, large operating companies and 23 enumerated exemptions: many specific exemptions exist; review FinCEN’s Small Entity Compliance Guide and the regulatory text to determine applicability.8) Practical checklist for new founders (recommended immediate actions)- Confirm entity origin: Are you forming the entity under U.S. state law (domestic) or registering a foreign entity in the U.S.?

Domestic formations are currently exempt from FinCEN BOI reporting under the March 2025 IFR; foreign registrations likely must report.- Check state SOS guidance: visit your state Secretary of State’s BOI/CTA guidance pages for any state-level beneficial ownership programs or attestation requirements (states vary — e.g., NY has its own program effective 1/1/2026; most states only provide notices and refer to FinCEN).- Prepare documentation: collect ownership charts, KYC documents (IDs/passports), dates of birth, residential addresses, EIN/TIN, and documentation of control (titles, operating agreements) to identify beneficial owners and company applicants.- Consider obtaining FinCEN identifiers for individuals to reduce personal data transmission in filings (optional).- Engage counsel or compliance provider if foreign-formed or if ownership is complex (trusts, nominee arrangements, pooled vehicles).- Monitor FinCEN and state SOS pages for updates — rulemaking or litigation could change applicability.