BOI compliance for founders relocating abroad

Important Update: FinCEN BOI Reporting Changes for Founders Relocating AbroadAs of March 26, 2025, FinCEN has issued an interim final rule significantly narrowing Beneficial Ownership Information (BOI) reporting requirements under the Corporate Transparency Act (CTA). This is a crucial update for U.S. business owners, especially those considering or undergoing relocation abroad.Key Changes You Need to Know:* Domestic U.S. Entities are Exempt: If your company was formed in the United States (e.g., a Delaware LLC), it is now exempt from federal BOI reporting to FinCEN. This means you and your co-owners do not need to file BOI reports, even if you relocate abroad.* Foreign Reporting Companies Still Report (with exceptions): If your company is a foreign entity registered to do business in a U.S. State or Tribal jurisdiction (e.g., a UK LTD registered in California), it is still considered a 'foreign reporting company' and may need to file BOI reports. However, these companies are generally not required to report the BOI of U.S. person beneficial owners. If you are a non-U.S. person beneficial owner, your information may still need to be reported. A change in a founder's citizenship or residency could impact reporting obligations.Deadlines for Foreign Reporting Companies:* Registered before March 26, 2025: Initial BOI reports were due by April 25, 2025.* Registered on or after March 26, 2025: Initial BOI reports are due within 30 calendar days after receiving notice that registration is effective or public notice of effectiveness.* Updates: Reporting companies must update or correct BOI reports within 30 days of any change to reported information.Practical Checklist for Founders Relocating Abroad:1. Determine Entity Type: Confirm if your company is domestic (U.S.-formed) or a foreign reporting company (formed abroad but registered in the U.S.).2. Assess BOI Obligation: If domestic, no FinCEN BOI filing is required. If foreign and registered in the U.S., determine if any non-U.S. person beneficial owners need to be reported.3. Collect Information: Gather company details and identifying information for any required (non-U.S.) beneficial owners.4. File (if required): Use the FinCEN BOI E-Filing System. File updates/corrections within 30 days.5. Update State Records & Third Parties: Update Secretary of State filings, registered agent records, banks, payment processors, and contracts.6. Consult Experts: Seek advice from tax counsel/accountant for tax implications (FBAR, FATCA) and banking/KYC impacts.State-Level Compliance Remains Crucial:Even if federal BOI reporting is not required for domestic entities, state filing obligations persist. Remember to update your principal place of business, mailing address, and registered agent information with the relevant Secretary of State. State rules vary, so check your specific state's guidance.For More Information:* FinCEN BOI Page: https://www.fincen.gov/boi* FinCEN IFR Q&A: https://www.fincen.gov/boi/ifr-qa* Federal Register IFR: https://www.federalregister.gov/documents/2025/03/26/2025-05199/beneficial-ownership-information-reporting-requirement-revision-and-deadline-extensionWe strongly recommend consulting corporate counsel or a compliance service for complex cross-border ownership structures or changes in citizenship.