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Significant changes have been announced regarding Beneficial Ownership Information (BOI) reporting under the Corporate Transparency Act (CTA). As of March 26, 2025, the Financial Crimes Enforcement Network (FinCEN) has revised its regulations, exempting all entities created in the United States, including those previously known as 'domestic reporting companies,' from the requirement to report BOI to FinCEN.

This means that most U.S. business owners and LLC founders will no longer need to file BOI reports.However, the reporting requirement still applies to certain foreign entities. Specifically, 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 a document with a secretary of state or similar office (formerly 'foreign reporting companies') are now required to report. FinCEN has also clarified that reporting companies do not need to report BOI for U.S. persons.For these foreign reporting companies, new deadlines apply: If registered to do business in the U.S. before March 26, 2025, reports must be filed by April 25, 2025.

If registered on or after March 26, 2025, an initial BOI report must be filed within 30 calendar days after receiving notice that their registration is effective. The interim final rule generally sets a 30-day timeframe for initial and update filings for these foreign reporting companies.BOI reports require specific identifying information about the reporting company, its beneficial owners, and, in some cases, company applicants.

Updates or corrections must be made within specific timeframes. Filings are made through the BOI E-Filing System, and third-party service providers can file on behalf of reporting companies.

While FinCEN does not mandate proof of authorization for third-party filers, it is a best practice to maintain such records.Willful failure to report, providing false information, or willful omission can lead to civil and criminal penalties, including fines and imprisonment.

A limited safe harbor exists for voluntary corrections made within 90 days of the deadline. The BOI data reported to FinCEN is stored in a secure, non-public database with restricted access.For U.S.

LLC founders and business owners:

Significant changes have been announced regarding Beneficial Ownership Information (BOI) reporting under the Corporate Transparency Act (CTA). As of March 26, 2025, the Financial Crimes Enforcement Network (FinCEN) has revised its regulations, exempting all entities created in the United States, including those previously known as 'domestic reporting companies,' from the requirement to report BOI to FinCEN.

This means that most U.S. business owners and LLC founders will no longer need to file BOI reports.However, the reporting requirement still applies to certain foreign entities. Specifically, 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 a document with a secretary of state or similar office (formerly 'foreign reporting companies') are now required to report. FinCEN has also clarified that reporting companies do not need to report BOI for U.S. persons.For these foreign reporting companies, new deadlines apply: If registered to do business in the U.S. before March 26, 2025, reports must be filed by April 25, 2025.

If registered on or after March 26, 2025, an initial BOI report must be filed within 30 calendar days after receiving notice that their registration is effective. The interim final rule generally sets a 30-day timeframe for initial and update filings for these foreign reporting companies.BOI reports require specific identifying information about the reporting company, its beneficial owners, and, in some cases, company applicants.

Updates or corrections must be made within specific timeframes. Filings are made through the BOI E-Filing System, and third-party service providers can file on behalf of reporting companies.

While FinCEN does not mandate proof of authorization for third-party filers, it is a best practice to maintain such records.Willful failure to report, providing false information, or willful omission can lead to civil and criminal penalties, including fines and imprisonment.

A limited safe harbor exists for voluntary corrections made within 90 days of the deadline. The BOI data reported to FinCEN is stored in a secure, non-public database with restricted access.For U.S.

LLC founders and business owners:

If your entity was formed in the U.S., you are likely exempt from BOI reporting under the current interim final rule. However, it is advisable to monitor future developments.

If your entity is foreign and registered in the U.S., you must determine your registration date and file your BOI report within 30 days according to the interim final rule.

Consider utilizing a full-service managed compliance provider to ensure adherence to regulations, especially for foreign entities, or to outsource monitoring and recordkeeping even if currently exempt. Such providers can assist with intake, KYC, authorization, filing workflows, updates, and information security.This significant policy change simplifies compliance for many U.S. businesses while maintaining focus on foreign entities operating within the U.S. It is crucial to understand these updated requirements to avoid penalties.