BOI compliance technical assistant support

FinCEN has issued an interim final rule, effective March 26, 2025, that significantly alters Beneficial Ownership Information (BOI) reporting requirements. Under this rule, all entities created in the United States, previously known as 'domestic reporting companies,' and their beneficial owners are now exempt from reporting BOI to FinCEN.

This means U.S. domestic entities no longer need to file BOI reports under this federal regulation.However, the rule narrows the definition of a 'reporting company' to primarily include entities formed under the law of a foreign country that are registered to do business in a U.S.

State or Tribal jurisdiction by filing with a secretary of state or similar office (referred to as 'foreign reporting companies'). These foreign reporting companies that do not qualify for an exemption are still required to file BOI reports, but with new deadlines.

Foreign reporting companies registered to do business in the United States before March 26, 2025, must file their BOI reports by April 25, 2025. Those registered on or after March 26, 2025, have 30 calendar days to file after their registration becomes effective.

FinCEN is currently accepting comments on this interim final rule, which may lead to further finalization.FinCEN and the Treasury have indicated changes in enforcement, stating they will not pursue penalties for U.S. domestic companies for BOI non-compliance related to these rule changes.

Foreign reporting companies, however, remain subject to their BOI reporting obligations and associated compliance timelines.Practical Implications for US Business Owners and LLC Founders:Verify Entity Classification: If your entity is a domestic U.S. company (formed under U.S. law), confirm its classification.

While currently exempt under the March 26, 2025 interim final rule, it's crucial to monitor FinCEN guidance as the rule is interim and subject to finalization. Do not assume permanent exemption.Foreign Entity Filings: If your entity is a foreign entity registered to do business in the U.S., determine your filing obligations.

If registered before March 26, 2025, the deadline is likely April 25, 2025. If registered on or after March 26, 2025, you generally have 30 days post-registration to file.

Consult legal counsel for specific applicability and exemptions.Maintain Records: Regardless of current filing status, keep internal records of beneficial owners and company-applicant information, including identity documents and addresses, in a readily retrievable and secure format.

Organized records will reduce future compliance burdens if rules change.Beware of Scams: FinCEN has warned against fraudulent solicitations for BOI. Always file through FinCEN’s official BOI E-Filing System and consult official FinCEN guidance or legal counsel before responding to third-party requests.Seek Professional Advice: For complex cases, especially those involving foreign ownership, non-U.S. beneficial owners, pooled investment vehicles, trusts, or intricate ownership structures, consult an attorney or a trusted compliance provider.State-Specific Note: The March 26, 2025 interim final rule is a federal action primarily impacting FinCEN/Corporate Transparency Act (CTA) reporting.

While some states have their own beneficial ownership or corporate transparency measures, the federal BOI reporting program is administered by FinCEN. U.S. business owners should also check their formation state's secretary of state requirements for any state-level filings or disclosure obligations, as these vary by state and are separate from the federal actions summarized here.

FinCEN has issued an interim final rule, effective March 26, 2025, that significantly alters Beneficial Ownership Information (BOI) reporting requirements. Under this rule, all entities created in the United States, previously known as 'domestic reporting companies,' and their beneficial owners are now exempt from reporting BOI to FinCEN.

This means U.S. domestic entities no longer need to file BOI reports under this federal regulation.However, the rule narrows the definition of a 'reporting company' to primarily include entities formed under the law of a foreign country that are registered to do business in a U.S.

State or Tribal jurisdiction by filing with a secretary of state or similar office (referred to as 'foreign reporting companies'). These foreign reporting companies that do not qualify for an exemption are still required to file BOI reports, but with new deadlines.

Foreign reporting companies registered to do business in the United States before March 26, 2025, must file their BOI reports by April 25, 2025. Those registered on or after March 26, 2025, have 30 calendar days to file after their registration becomes effective.

FinCEN is currently accepting comments on this interim final rule, which may lead to further finalization.FinCEN and the Treasury have indicated changes in enforcement, stating they will not pursue penalties for U.S. domestic companies for BOI non-compliance related to these rule changes.

Foreign reporting companies, however, remain subject to their BOI reporting obligations and associated compliance timelines.Practical Implications for US Business Owners and LLC Founders:Verify Entity Classification: If your entity is a domestic U.S. company (formed under U.S. law), confirm its classification.

While currently exempt under the March 26, 2025 interim final rule, it's crucial to monitor FinCEN guidance as the rule is interim and subject to finalization. Do not assume permanent exemption.Foreign Entity Filings: If your entity is a foreign entity registered to do business in the U.S., determine your filing obligations.

If registered before March 26, 2025, the deadline is likely April 25, 2025. If registered on or after March 26, 2025, you generally have 30 days post-registration to file.

Consult legal counsel for specific applicability and exemptions.Maintain Records: Regardless of current filing status, keep internal records of beneficial owners and company-applicant information, including identity documents and addresses, in a readily retrievable and secure format.

Organized records will reduce future compliance burdens if rules change.Beware of Scams: FinCEN has warned against fraudulent solicitations for BOI. Always file through FinCEN’s official BOI E-Filing System and consult official FinCEN guidance or legal counsel before responding to third-party requests.Seek Professional Advice: For complex cases, especially those involving foreign ownership, non-U.S. beneficial owners, pooled investment vehicles, trusts, or intricate ownership structures, consult an attorney or a trusted compliance provider.State-Specific Note: The March 26, 2025 interim final rule is a federal action primarily impacting FinCEN/Corporate Transparency Act (CTA) reporting.

While some states have their own beneficial ownership or corporate transparency measures, the federal BOI reporting program is administered by FinCEN. U.S. business owners should also check their formation state's secretary of state requirements for any state-level filings or disclosure obligations, as these vary by state and are separate from the federal actions summarized here.