BOI reporting for companies adding a C-suite member

Summary of findings and guidance for BOI reporting when a company adds a C-suite member (U.S. businesses) Key conclusions (concise) 1. Trigger for updated BOI report when adding a C-suite member: FinCEN explicitly lists a “new Chief Executive Officer” as an example of a change in beneficial owners that would require an updated BOI report.

If the newly added officer qualifies as a beneficial owner (by meeting the substantial control or 25% ownership test) or causes any previously reported BOI fields to change, the reporting company must file an updated BOI report. 2.

Update timeline: When previously reported information changes (including changes in beneficial owners such as a new CEO), the reporting company must file an updated BOI report no later than 30 days after the date the change occurred.

This 30-day timeline applies to changes in information for reporting companies and beneficial owners (and to changes in information associated with FinCEN identifiers). 3. Initial filing timelines (background): Depending on formation/registration date, historical deadlines applied (e.g., existing companies and certain foreign entities had April 25, 2025 deadlines; companies formed/registered in specified windows had 90 or 30-day windows).

Note: FinCEN issued an interim final rule in March 2025 that changed the enforcement posture and scope for U.S. persons/domestic companies. Always confirm current deadlines on FinCEN’s BOI page before filing. 4.

What to report (required fields): BOI reports collect specified company information plus information for each beneficial owner (and company applicants for entities formed/registered on/after Jan 1, 2024).

For each individual reported as a beneficial owner the report generally requires: full legal name; date of birth; current residential street address; unique identifying number from a non-expired government-issued ID (e.g., driver’s license or passport) and an image of that ID (unless the individual uses a FinCEN identifier).

A reporting company may also request/enter a FinCEN identifier for an individual instead of providing those four pieces of personal information.

FinCEN identifiers

Beneficial owners and company applicants may obtain FinCEN identifiers and provide those identifiers to reporting companies in lieu of furnishing the four personal data fields and ID image on every BOI report. When individuals update their FinCEN identifier information, reports that reference their identifier update automatically.

Filing process

BOI reports must be submitted electronically through FinCEN’s secure BOI e-Filing system (boiefiling.fincen.gov). There is no fee. Filers can use service providers, but companies may file on their own. If an updated report is required, the filer must submit all report fields (including unchanged fields) in the updated filing.

Penalties and safe harbor

Willful failure to report, update, or correcting false or fraudulent information may trigger civil penalties (up to $500/day) and criminal penalties (up to 2 years imprisonment and/or fines up to $10,000). FinCEN provides a limited safe harbor from penalty for voluntarily correcting a mistake or omission within 90 days of the original deadline. However, note that FinCEN’s enforcement posture shifted in 2025 for U.S. persons/domestic companies as described below—so verify current enforcement status.

Exemptions & state interplay

BOI reporting is a federal requirement. Most states do not maintain separate beneficial-ownership registries tied to the federal BOI regime. State Secretary of State filings do not replace BOI reporting, but state filing practices (e.g., when an entity receives actual or public notice that its registration is effective) can determine the trigger date for initial BOI deadlines. In addition, because certain entity types are treated differently at the state level (for example, Delaware requires some partnerships/trusts to file formation papers), a company should confirm state SOS filing rules to determine whether the entity is a reporting company under FinCEN rules.

Regulatory developments (important risk note)

In March 2025 FinCEN issued/interpreted an interim rule and related notices that materially changed the rule’s scope and enforcement approach — applying exemptions and indicating that FinCEN would not enforce BOI reporting penalties against U.S. persons or domestic reporting companies as of March 21, 2025 (while still requiring foreign reporting companies to comply under revised deadlines). Law firms reported and analyzed this interim final rule. Due to this rapidly evolving regulatory posture, companies should confirm FinCEN’s current statements on scope and enforcement before relying on any prior deadlines or filing decisions. Practical compliance guidance / checklist for adding a C-suite member (actionable steps) - Step 1 — Assess status: Determine whether the company is a reporting company under FinCEN rules and whether the newly added C-suite officer is (a) a beneficial owner (meets 25% ownership or exercises substantial control) or (b) otherwise causes a change to previously reported BOI fields. If yes, an updated BOI report will be required. - Step 2 — Collect required information (immediately): For any individual who will be reported as a beneficial owner, collect: full legal name; date of birth; current residential street address; government-issued ID type and number; an image of that ID (or confirm the individual will obtain a FinCEN identifier and provide it to the company). Also collect corporate details required in the company section (legal name, trade/DBA, principal address, jurisdiction of formation, and EIN/TIN). Maintain documentation of collection (consent forms, copies of IDs) in a secure, access-controlled file. - Step 3 — Encourage/coordinate FinCEN identifier: Offer the new officer the option to register for a FinCEN identifier (if they prefer privacy and ongoing updates); if they obtain one, collect the identifier for filing. - Step 4 — Update internal records & board minutes: Adopt a corporate record (board/minute entry or officer appointment resolution) documenting the officer’s appointment and noting compliance steps taken (gathered BOI info, decision to file an updated BOI report, who will file, and timeline). This record supports good governance if FinCEN inquiries arise. - Step 5 — File updated BOI report within 30 days: Using the company’s BOI e-Filing account (or an authorized service provider), submit an updated BOI report that includes all required fields (the updated officer/beneficial owner info as well as previously reported unchanged fields). If an officer obtains/updates a FinCEN identifier, the reporting company may use that identifier instead of the four pieces of personal info. - Step 6 — Confirm & retain confirmation: Keep copies/screenshots of the filed report, submission receipt, and internal documentation showing the date of change and the filing date. If the company engaged a third party, ensure they file with sufficient lead time to meet the 30-day deadline. - Step 7 — Monitor for future changes & train people: Set internal triggers (HR onboarding, equity transfers) to flag potential BOI changes. Provide a template email and information checklist that HR or the corporate secretary uses when onboarding senior officers. Recommended template language for board minutes/resolution (short example to adapt) "Resolved, that [Name] is appointed to the position of [Title] effective [Date]. The company has determined that this appointment [does/does not] require an updated BOI report to FinCEN because [brief reason]. The Corporate Secretary is authorized to collect the necessary beneficial ownership information and to file any required updated BOI report with FinCEN within the applicable timeframe (including the 30-day update requirement), and to retain copies of the submission in the corporate records." Sample timeline (illustrative) - Day 0 (appointment effective): new C-suite member begins role; company documents change date. - Day 0–7: Company assesses reporting company status and potential BOI impact; collects required info; offers FinCEN identifier to individual. - Day 7–14: Prepare updated BOI report and supporting documentation; adopt board minutes/resolution. - Day 30 (at latest): File updated BOI report (no later than 30 days after change occurred). State-specific considerations (high level) - Most state SOS offices do not collect BOI in the same way FinCEN does and a state filing does NOT replace federal BOI requirements. However, state filing practices (actual or public notice) can determine the clock for initial BOI deadlines. Check the relevant Secretary of State guidance for entity-specific quirks (e.g., Delaware’s treatment of general partnerships or statutory trusts that file formation documents with the state may create BOI filing obligations). If your entity type is unusual (statutory trust, general partnership, etc.), verify whether the state filing means you are a reporting company. Caveats and immediate next steps for the company - Regulatory change risk: Because FinCEN has modified enforcement/scope for U.S. persons/domestic companies in 2025 via an interim rule/notice, you must verify FinCEN’s current public statements and the effective interim/final rule text before deciding not to file. The federal guidance remains the controlling source. If the company has any foreign ownership or is a foreign reporting company, filing obligations likely remain in force under the revised deadlines. - When in doubt, file: Given the potential civil/criminal penalties, prudent practice is to file an updated BOI report within the 30-day deadline if the new C-suite appointment changes previously reported BOI information or creates a new beneficial owner. Final recommendation for the client (concise) - Treat a newly appointed C-suite officer as a potential trigger for an updated BOI report: immediately assess whether that person is a beneficial owner (substantial control or >=25% ownership) or whether the company’s previously reported BOI fields otherwise change. If so, assemble the required personal data, encourage the individual to obtain a FinCEN identifier if they prefer privacy, adopt a board resolution documenting the appointment and BOI filing plan, and file the updated BOI report electronically within 30 days of the change. Keep full documentation and monitor FinCEN for any further regulatory changes that might affect the company’s obligations.