BOI compliance support for companies selling abroad

As of March 26, 2025, FinCEN significantly narrowed Beneficial Ownership Information (BOI) reporting requirements. U.S.-formed entities and U.S. persons are now exempt, with reporting primarily applying to foreign-formed entities that register to do business in U.S. states.

For U.S. business owners and LLC founders selling abroad, understanding your BOI exposure depends on your entity's formation jurisdiction and whether you've registered a foreign entity in the U.S.

Key changes include: 1. Scope Shift: Under FinCEN’s March 26, 2025 interim final rule, entities formed in the United States (domestic entities) and U.S. persons are exempt.

Reporting companies are now defined as entities formed under the law of a foreign country that have registered to do business in any U.S. State or Tribal jurisdiction.

As of March 26, 2025, FinCEN significantly narrowed Beneficial Ownership Information (BOI) reporting requirements. U.S.-formed entities and U.S. persons are now exempt, with reporting primarily applying to foreign-formed entities that register to do business in U.S. states.

For U.S. business owners and LLC founders selling abroad, understanding your BOI exposure depends on your entity's formation jurisdiction and whether you've registered a foreign entity in the U.S.

Key changes include: 1. Scope Shift: Under FinCEN’s March 26, 2025 interim final rule, entities formed in the United States (domestic entities) and U.S. persons are exempt.

Reporting companies are now defined as entities formed under the law of a foreign country that have registered to do business in any U.S. State or Tribal jurisdiction.

Who Must File Now

Primarily foreign-formed entities registered to do business in the U.S. (unless exempt).

Required Data

BOI reports require reporting-company details and information about beneficial owners (name, date of birth, address, identifying number from an acceptable ID, and an image of the ID). A FinCEN Identifier can be used to avoid repeating personal details.

Deadlines

Foreign reporting companies registered before March 26, 2025, had an initial BOI filing deadline of April 25, 2025. Those registering on or after March 26, 2025, must file within 30 calendar days after receiving notice of effective registration. Updates are required within 30 calendar days of any change. 5. Exemptions: There are 23 statutory exemptions (e.g., many large operating companies, public companies, some nonprofits, certain regulated entities). U.S.-created entities are effectively exempt under the interim rule.

Penalties

Willful failure to file or update BOI, or willful false reporting, can lead to civil per-day penalties and potential criminal fines and imprisonment.

Practical Steps for US Businesses Selling Abroad

Confirm entity status: Determine if your company is domestic (U.S.-formed) or foreign-formed and registered in a U.S. state. Domestic entities are currently exempt. Check exemptions: Evaluate if your entity qualifies for any of the 23 exemptions. Collect BOI documentation: For in-scope entities, gather beneficial owners’ details and ID images; consider FinCEN Identifiers. Filing and updates: Use the FinCEN BOI e-filing system, meet deadlines, and track changes for timely updates. Coordinate with state filings: Work with your registered agent to monitor foreign registration effectiveness, which triggers the 30-day filing clock. Integrate compliance: Combine BOI obligations with broader AML/OFAC/sanctions screening and tax reporting. Consider professional help: Engage counsel or BOI compliance vendors for validation and filing support. Recommended Immediate Next Steps: 1. Determine your entity's formation jurisdiction. If U.S.-formed, you are currently exempt, but monitor FinCEN updates.

If foreign-formed and registered in the U.S., ascertain your filing window and check for applicable exemptions.

If in scope, collect required identifying information and images for beneficial owners and company applicants; consider FinCEN Identifiers.

Implement a 30-day change-detection process and update filing procedures.

Coordinate with counsel and compliance vendors, and document your exemption analysis.