BOI filing review before government submission

Key findings (concise):- Scope change (interim final rule March 26, 2025): FinCEN revised the definition of “reporting company” so that domestic U.S. companies and U.S. persons are exempt from BOI reporting; the rule now applies to certain foreign entities that are formed under foreign law and registered to do business in U.S. states or tribal jurisdictions. (Deadlines for affected foreign reporting companies: entities registered before March 26, 2025 generally had until April 25, 2025; entities registered on/after March 26, 2025 have 30 calendar days after notice that registration is effective.)- Required information and checklist items: BOI reports require specific company information (full legal name, DBAs, current U.S. address, jurisdiction of formation, FinCEN identifier if requested) and detailed identifying information for each beneficial owner and, when required, company applicants — typically: full legal name, DOB, residential address, unique identifying number (SSN/ITIN or passport number and issuing country) and an image of the ID for U.S. persons (or FinCEN identifier in lieu of supplying identifying information). Filings must be complete — fields marked with a “” are mandatory. Use FinCEN’s Small Entity Compliance Guide and BOIR Filing Instructions as reference checklists.- Filing mechanics and third-party filers: BOIRs must be submitted electronically through FinCEN’s BOI E-Filing system (web-based or PDF upload) or via API for automated/system-to-system filing. Third-party service providers (lawyers, accountants, compliance vendors) may file on a reporting company’s behalf; the filer must certify the information as true, correct, and complete.- Deadlines, updates, and corrections: When initial filings are required depends on when a company receives actual notice or a state’s public notice that creation/registration is effective. For inaccuracies discovered after filing, corrected reports must be filed no later than 30 days after discovery; there is a 90-calendar-day safe harbor for voluntarily correcting inaccuracies from the original filing date. Updates are required whenever any required reported information changes.- Penalties and enforcement: Willful failure to file, willful failure to update/correct, or willful provision of false information may lead to civil penalties (up to $500 per day) and criminal penalties (up to 2 years imprisonment and/or fines up to $10,000). FinCEN has stated it will not enforce BOI penalties against domestic U.S. companies or U.S. persons following the March 2025 interim final rule.- State-specific interaction: FinCEN recognizes variation in state filing and notice practices. A company’s BOI filing deadline is triggered by either actual notice of effectiveness or the state’s first public notice (e.g., appearance in a publicly accessible registry). Practices vary by state, so filers should confirm how their formation/registration notices are provided by the relevant Secretary of State or similar office (sample: California Secretary of State has posted a notice directing filers to FinCEN guidance).Practical, step-by-step BOI filing review checklist (for US business owners / LLC founders preparing a BOIR):1) Confirm whether your entity must file at all - Verify reporting company status under current FinCEN rules (post-March 26, 2025): most domestic U.S. entities are exempt; the rule focuses on certain foreign reporting companies. If your entity is domestic, document the analysis supporting exemption. If foreign-formed and registered in the U.S., proceed to step 2.2) Determine the filing deadline - Identify the date of actual notice or the date a state/tribal office first provided public notice that the company’s creation/registration is effective. Record how notice was received or how you determined the public notice date (screenshot, SOS registry record, confirmation email).3) Collect complete company information - Full legal name and all DBAs, current physical U.S. address(es), jurisdiction of formation, FinCEN identifier request (optional), company contact and filer information (name and email). Confirm required fields (marked with “”) will be filled.4) Identify and verify beneficial owners and company applicants - For each individual who is a beneficial owner (substantial control or ≥25% ownership) or company applicant, collect: full legal name, DOB, residential address, SSN/ITIN OR passport number with issuing country (if foreign), and a clear image of the verifying ID where required — or confirm that the individual has/should obtain a FinCEN identifier and provide that instead. - Document efforts to obtain this information (emails, signed attestations) if any owners decline to provide information; keep records in case of enforcement inquiries.5) Validate data quality and format - Spell names exactly as on identity documents, use consistent address formats, confirm passport numbers and issuing countries, and ensure images meet FinCEN technical guidance for file uploads. Double-check DOBs and SSN/ITIN entries for accuracy.6) Use FinCEN tools and run a pre-flight check - Use FinCEN’s BOI E-Filing system or API; prepare the web/PDF form per BOIR Filing Instructions. Ensure every field marked with a red asterisk is completed. If using a third-party, confirm they will certify the filing and that you have authority to rely on them.7) Certification & submission - The filer must certify the report is true, correct, and complete. Keep the submission confirmation/receipt and any FinCEN identifiers issued.8) Post-submission records and monitoring - Keep copies of filed reports, receipts, ID images, and documentation of the data collection process. Monitor for changes (ownership, control, addresses) and plan to file updated reports within required timelines (30 days for inaccuracies or changes).State-specific guidance and recommended actions:- Because state notice practices differ, check the Secretary of State (or similar office) in the state where you formed/registered to determine how and when public notice is posted. If in doubt, maintain documentation showing the date you first relied on the state’s registry or any actual notice you received.- Check your state SOS website for BOI/CTA notices and links to FinCEN (many states posted guidance directing businesses to FinCEN). Example: California SOS posted a notice directing filers to FinCEN guidance.- For multi-state registrations or conversions, you generally do not need to file a separate BOIR for each additional state where an already-reporting company registers; filings are based on the reporting company’s creation/registration event.Recommendations for a high-quality, defensible pre-submission review (practical best practices):- Keep an audit trail: save screenshots of state registry records, emails requesting owner data, ID documents, and any communications with third-party preparers.- Use a standardized intake form/worksheet that mirrors FinCEN’s required fields so that missing information shows up before starting an e-filing.- Consider obtaining FinCEN identifiers for beneficial owners and company applicants (if available/appropriate) to simplify reporting and updates.- If you rely on a third-party preparer, obtain written engagement terms specifying responsibilities (data collection, certification, record retention) and require them to deliver submission receipts.- If a beneficial owner refuses to provide required info, document the refusal and consider counsel; willful refusal that causes incomplete filings can create enforcement risk for responsible officers.Limitations and important legal notes:- This research summarizes regulatory and guidance material as of January 3, 2026. FinCEN’s interim final rule (March 2025) materially narrowed the scope of reporting companies; check FinCEN.gov/BOI for any additional changes.- This is guidance only and not legal advice. For entity-specific or state-specific legal questions, consult an attorney or compliance specialist.