BOI compliance for next-generation startup founders

Research steps taken and summary of findings: Steps taken - Performed an automated web search and extraction focused on FinCEN’s Beneficial Ownership Information (BOI) reporting requirements under the Corporate Transparency Act (CTA), with emphasis on up-to-date regulatory changes through 2025 and practical guidance for startup founders and LLC owners.

Search prioritized FinCEN pages, the Federal Register, FinCEN newsroom releases, and legal/practice summaries. - Scraped and reviewed FinCEN’s BOI landing pages, FinCEN news releases, the Federal Register interim final rule (March 26, 2025), and related FinCEN fact sheets and guidance materials.

Synthesis and analysis (what you need to know now) 1) Major regulatory change (interim final rule, effective March 26, 2025): FinCEN issued an interim final rule that removes the BOI reporting requirement for entities created in the United States (formerly “domestic reporting companies”).

Under this rule, U.S. domestic companies and U.S. persons are exempt from the BOI reporting requirement under the CTA. FinCEN revised the definition of “reporting company” 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. (This is an interim final rule subject to comments and potential future revision.)

Research steps taken and summary of findings: Steps taken - Performed an automated web search and extraction focused on FinCEN’s Beneficial Ownership Information (BOI) reporting requirements under the Corporate Transparency Act (CTA), with emphasis on up-to-date regulatory changes through 2025 and practical guidance for startup founders and LLC owners.

Search prioritized FinCEN pages, the Federal Register, FinCEN newsroom releases, and legal/practice summaries. - Scraped and reviewed FinCEN’s BOI landing pages, FinCEN news releases, the Federal Register interim final rule (March 26, 2025), and related FinCEN fact sheets and guidance materials.

Synthesis and analysis (what you need to know now) 1) Major regulatory change (interim final rule, effective March 26, 2025): FinCEN issued an interim final rule that removes the BOI reporting requirement for entities created in the United States (formerly “domestic reporting companies”).

Under this rule, U.S. domestic companies and U.S. persons are exempt from the BOI reporting requirement under the CTA. FinCEN revised the definition of “reporting company” 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. (This is an interim final rule subject to comments and potential future revision.)

Who must report now (as of the interim final rule)

Foreign reporting companies (foreign entities registered to do business in U.S. states/tribal jurisdictions) remain subject to BOI reporting, subject to limited exemptions in the interim final rule. Domestic U.S. companies (including LLCs, corporations, and similar entities formed under U.S. law) are no longer required to report BOI to FinCEN under this interim final rule.

New deadlines for foreign reporting companies

The interim final rule set new deadlines — foreign reporting companies registered to do business in the U.S. before March 26, 2025, must file BOI reports by April 25, 2025. Those registering on or after March 26, 2025, must file within 30 calendar days after their registration becomes effective (or after notice that the registration is effective). 4) Previously issued requirements (now superseded for domestic entities): Prior to the March 26, 2025 interim final rule, FinCEN’s BOI regulations (final rule effective Jan 1, 2024) required many U.S. domestic reporting companies formed or registered before Jan 1, 2024 to file by Jan 1, 2025, and required those formed/registered in 2024 to file within 90 days. The interim final rule exempts those domestic reporting companies from BOI reporting; guidance that predates March 26, 2025 and states domestic entities must report should be disregarded in light of the interim final rule. 5) What the BOI reports collected (under the original rule and still relevant for foreign reporting companies): Reports typically required identifying information for the reporting company, each beneficial owner (name, date of birth, address, identifying document type/number and an image), and for entities formed on or after Jan 1, 2024, information about company applicants. The Access and Safeguards final rule (FinCEN) also governs authorized access and protections for reported BOI. 6) Practical implications for next-generation startup founders (US domestic LLCs / founders): - Current status: If your business is a U.S.-formed LLC or corporation, under the March 26, 2025 interim final rule you are exempt from BOI reporting to FinCEN. However, this is an interim rule subject to comment and potential change; the regulatory landscape has shifted rapidly and further rulemaking could occur. - Recommended prudent actions for founders even while domestic BOI reporting is paused: a) Maintain accurate internal BOI records: Document each beneficial owner (names, DOB, addresses, ownership percentages or control), company formation/registration records, documents evidencing ownership (stock/LLC membership ledgers), and any company applicant information. This will allow fast compliance if reporting is reinstated. b) Prepare digital copies of acceptable ID documents (driver’s license, passport) for owners and potential applicants and document chain-of-custody/privacy handling. c) Decide who will have authority to file (CEO/COO/GC or outside counsel) and establish an internal compliance checklist and timeline to file if/when required. d) Evaluate investor arrangements (SAFE, convertible notes): track beneficial ownership implications of conversion scenarios so you can determine who meets the BOI "ownership" thresholds if/when required. e) Consider data protection and need-to-know controls for sensitive ID images and personal data. f) Consult corporate counsel or compliance counsel on edge cases (nominee owners, trusts, custodial accounts, complex cap tables) and on whether state-level filings or disclosures are required for specific transactions. 7) State-specific considerations: BOI reporting under the CTA/FinCEN is federal. The March 26, 2025 interim final rule removes domestic companies from the federal BOI reporting obligation. There is no single state-level BOI filing requirement created by this federal rule; however, states maintain their own formation, annual report, and disclosure requirements (Secretary of State rules) that vary by state — e.g., registered agent, annual statements, franchise tax or other corporate maintenance filings. Startup founders should continue to meet state corporate filing obligations and check their Secretary of State web pages for any state-specific disclosure rules. 8) Ongoing monitoring and next steps: Because the March 26, 2025 rule is an interim final rule open to comment and FinCEN has signaled it will issue a final rule later in 2025, founders should monitor FinCEN updates and Federal Register notices. FinCEN’s BOI page and the Federal Register notice are the authoritative sources.