BOI update filing support

Research steps and summary: Steps taken - Per instructions, I ran broad web searches for BOI/CTA update-filing guidance and state-specific interactions (searches targeted to FinCEN, Federal Register, and state Secretary of State pages). - I then pulled and compressed authoritative content from FinCEN’s BOI landing page, FinCEN’s BOI FAQs, FinCEN’s BOIR Filing Instructions PDF, the BOI E-Filing portal, and the Federal Register interim final rule (March 26, 2025) to extract definitive guidance about what triggers an updated BOI report, timelines, required data elements, filing methods, and enforcement/penalties.

Key findings (concise) 1. Current federal scope (March 26, 2025 interim final rule): FinCEN issued an interim final rule narrowing the Reporting Rule so that domestic U.S. entities (previously "domestic reporting companies") and U.S. persons are exempt from BOI reporting to FinCEN; reporting companies now means primarily certain foreign entities registered to do business in the U.S.

The interim rule extended deadlines for foreign reporting companies and kept update/correction obligations in place for foreign reporting companies. FinCEN is accepting comments and intends to issue a final rule. (See Federal Register and FinCEN.) 2.

Who must file updates and when: For any reporting company subject to the rule, an "updated" BOI report must be filed no later than 30 days after the date on which the change occurred. Inaccuracies discovered must be corrected no later than 30 days after the date the reporting company became aware or had reason to know.

These timelines also apply to updates/corrections for foreign reporting companies under the interim final rule. Initial-report deadlines for foreign reporting companies were extended (companies registered before March 26, 2025 generally had until April 25, 2025; later registrations have 30 days after registration).

Research steps and summary: Steps taken

- I then pulled and compressed authoritative content from FinCEN’s BOI landing page, FinCEN’s BOI FAQs, FinCEN’s BOIR Filing Instructions PDF, the BOI E-Filing portal, and the Federal Register interim final rule (March 26, 2025) to extract definitive guidance about what triggers an updated BOI report, timelines, required data elements, filing methods, and enforcement/penalties.

Key findings (concise) 1. Current federal scope (March 26, 2025 interim final rule): FinCEN issued an interim final rule narrowing the Reporting Rule so that domestic U.S. entities (previously "domestic reporting companies") and U.S. persons are exempt from BOI reporting to FinCEN; reporting companies now means primarily certain foreign entities registered to do business in the U.S.

The interim rule extended deadlines for foreign reporting companies and kept update/correction obligations in place for foreign reporting companies. FinCEN is accepting comments and intends to issue a final rule. (See Federal Register and FinCEN.) 2.

Who must file updates and when: For any reporting company subject to the rule, an "updated" BOI report must be filed no later than 30 days after the date on which the change occurred. Inaccuracies discovered must be corrected no later than 30 days after the date the reporting company became aware or had reason to know.

These timelines also apply to updates/corrections for foreign reporting companies under the interim final rule. Initial-report deadlines for foreign reporting companies were extended (companies registered before March 26, 2025 generally had until April 25, 2025; later registrations have 30 days after registration).

• Per instructions, I ran broad web searches for BOI/CTA update-filing guidance and state-specific interactions (searches targeted to FinCEN, Federal Register, and state Secretary of State pages).

What triggers an updated report

Any change to required information reported about the reporting company or the beneficial owners triggers an update—examples include a change in the company’s legal name, a change in jurisdiction of formation, a new or departing beneficial owner, or any change to a beneficial owner’s reported name, address, or unique identifying number (and if an ID with new info is issued, the filer must include an image of the new identifying document). Changes solely to the "type" of ownership interest (e.g., preferred to common) are not triggers because FinCEN does not require reporting the type of interest.

What must be reported/updated (data elements)

BOI reports include identifying information about the reporting company (legal name, trade name if any, current US address, jurisdiction of formation, and TIN/EIN if issued) and, as applicable, for each beneficial owner: full legal name, date of birth, current address, and an identifying number from an acceptable identification document (e.g., driver’s license or passport). For companies created or registered on or after Jan 1, 2024, company applicants’ information is also required. Updated reports must resubmit all required fields (the entire report), not only the changed item.

How to file updates

FinCEN accepts electronic BOIR filings via the BOI E-Filing portal (https://boiefiling.fincen.gov). Filers may either submit a filled web-based form or upload a finalized PDF of the BOIR and submit online. The filer must provide a name and email address. Filers may create a FinCEN ID (optional) to facilitate access.

Penalties and enforcement

The CTA provides civil penalties (statutory per-day amounts adjusted for inflation — cited example $591/day as of an earlier FinCEN FAQ) and criminal penalties (up to 2 years imprisonment and fines up to $10,000) for willful violations, including failure to file, failure to update/correct, or filing false information. The interim rule exempting domestic entities means FinCEN stated it would not enforce BOI reporting penalties against U.S. citizens or domestic reporting companies in light of that rule; foreign reporting companies remain subject to deadlines and potential enforcement. 7. State-level interaction and practical guidance for US business owners/LLC founders: - State filing offices (secretaries of state) generally are not the place to submit BOI reports — BOI reports go to FinCEN only. Many SOS websites (e.g., Texas, California notices) direct businesses to FinCEN guidance and stress not to include beneficial owner information on state formation filings. - States are independently active: some states pursue their own transparency or disclosure laws (proposed California SB 1201 and other state-level proposals), and certain state annual or biennial reports may require public officer/manager names. Companies should monitor state developments and comply with both federal and applicable state obligations. 8. Practical compliance checklist / next steps (recommended for US business owners and LLC founders): - Confirm whether your entity is currently a "reporting company" under the revised FinCEN definition (primarily foreign reporting companies as of March 26, 2025) or if a state rule imposes additional obligations. - Compile and securely store BOI data for the company and all beneficial owners (full name, DOB, address, ID type and number, copies of identification where needed) even if filing is not presently required for domestic companies (retain to remain ready if policy changes). - Ensure the company has a valid TIN/EIN or other acceptable TIN before filing; collect foreign TIN where required for foreign reporting companies. - Put procedures in place to detect triggering events (ownership changes, name changes, jurisdiction changes) and notify the person responsible for BOI filings so updates can be filed within 30 days. - Use the BOI E-Filing portal to file or update reports; if using a third-party provider, ensure timely communication to meet 30-day deadlines. - Keep a record of filings and confirmations; secure BOI data (limit access, encrypted storage) because it is sensitive though non-public to authorized users under FinCEN rules. - Monitor FinCEN and state SOS announcements for rule changes and state-level transparency laws. Conclusion - The references above (FinCEN pages, BOIR Filing Instructions, and the Federal Register IFR) provide the operative rules for triggering and filing BOI updates, the 30-day timelines for updates and corrections, required data elements, filing methods, and penalties. The March 26, 2025 interim final rule changes the federal landscape by exempting domestic entities for now and narrowing reporting obligations to primarily foreign reporting companies; however, companies should prepare as if reporting may be required in the future and comply with any applicable state-level disclosure regimes.