BOI compliance reviews after entity conversions

The Financial Crimes Enforcement Network (FinCEN) has recently revised its Beneficial Ownership Information (BOI) reporting requirements, significantly impacting foreign-formed entities. As of March 26, 2025, the definition of a "reporting company" now applies exclusively to foreign-formed entities that have registered to conduct business in any U.S.

State or Tribal jurisdiction. Entities formed in the United States, previously known as "domestic reporting companies," along with their U.S. beneficial owners, are now exempt from BOI reporting under this interim final rule.

Foreign reporting companies that are not exempt face new filing deadlines: those registered before March 26, 2025, must file their BOI reports by April 25, 2025, while entities registered on or after March 26, 2025, have 30 days from the effective date of their registration to file.

Entity conversions, mergers, domestications, and changes in formation jurisdiction can trigger BOI reporting obligations. Whether a statutory conversion (e.g., LLC to corporation) creates a "new" reporting company depends on the specific state or Tribal law.

If a new reporting company is created, an initial BOI report is required. Even if a conversion does not create a new entity, any changes to previously reported information, such as the company's legal name or jurisdiction of formation, necessitate an updated BOI report within 30 days of the change.

Changing the state where a company is "registered to do business" (foreign qualification) typically does not require a new initial BOI report, but a change in the jurisdiction of formation (e.g., through domestication) does.

All reporting companies must file updated BOI reports within 30 days of any change to required information about the company or its beneficial owners. Practical compliance steps include reviewing state law for new entity creation upon conversion, identifying changes to company information or beneficial ownership, and filing updated reports promptly.

Maintaining an internal change-log and calendar for corporate actions and their BOI deadlines is also recommended. For instance, in states like Delaware, conversions often treat the entity as continuing in a new form, potentially requiring only an updated BOI report rather than an initial one, but this depends on specific state statutes.

Even entities that cease to exist on or after January 1, 2024, may still have BOI filing obligations. Notably, under the interim final rule, foreign reporting companies are not required to report the BOI of U.S. persons.

This comprehensive guidance, current through January 3, 2026, provides a solid foundation for U.S. business owners and LLC founders to navigate BOI compliance after entity conversions.

The Financial Crimes Enforcement Network (FinCEN) has recently revised its Beneficial Ownership Information (BOI) reporting requirements, significantly impacting foreign-formed entities. As of March 26, 2025, the definition of a "reporting company" now applies exclusively to foreign-formed entities that have registered to conduct business in any U.S.

State or Tribal jurisdiction. Entities formed in the United States, previously known as "domestic reporting companies," along with their U.S. beneficial owners, are now exempt from BOI reporting under this interim final rule.

Foreign reporting companies that are not exempt face new filing deadlines: those registered before March 26, 2025, must file their BOI reports by April 25, 2025, while entities registered on or after March 26, 2025, have 30 days from the effective date of their registration to file.

Entity conversions, mergers, domestications, and changes in formation jurisdiction can trigger BOI reporting obligations. Whether a statutory conversion (e.g., LLC to corporation) creates a "new" reporting company depends on the specific state or Tribal law.

If a new reporting company is created, an initial BOI report is required. Even if a conversion does not create a new entity, any changes to previously reported information, such as the company's legal name or jurisdiction of formation, necessitate an updated BOI report within 30 days of the change.

Changing the state where a company is "registered to do business" (foreign qualification) typically does not require a new initial BOI report, but a change in the jurisdiction of formation (e.g., through domestication) does.

All reporting companies must file updated BOI reports within 30 days of any change to required information about the company or its beneficial owners. Practical compliance steps include reviewing state law for new entity creation upon conversion, identifying changes to company information or beneficial ownership, and filing updated reports promptly.

Maintaining an internal change-log and calendar for corporate actions and their BOI deadlines is also recommended. For instance, in states like Delaware, conversions often treat the entity as continuing in a new form, potentially requiring only an updated BOI report rather than an initial one, but this depends on specific state statutes.

Even entities that cease to exist on or after January 1, 2024, may still have BOI filing obligations. Notably, under the interim final rule, foreign reporting companies are not required to report the BOI of U.S. persons.

This comprehensive guidance, current through January 3, 2026, provides a solid foundation for U.S. business owners and LLC founders to navigate BOI compliance after entity conversions.