BOI reporting for founders with multiple geographic teams

I researched FinCEN’s BOI/CTA rules and related state guidance to determine current federal requirements, deadlines, definitions, and practical compliance steps for founders with multiple geographic teams. Key findings are summarized below and supported by authoritative citations. Summary of key findings (concise): - Current federal scope (as of 2026-01-03): FinCEN’s March 26, 2025 interim final rule (IFR) narrows the BOI reporting requirement to foreign entities (entities formed under foreign law) that have registered to do business in any U.S. State or Tribal jurisdiction. Entities formed in the United States (formerly “domestic reporting companies”) and U.S. persons are exempt from the FinCEN BOI reporting requirements under the IFR. - Deadlines (IFR): Foreign entities registered to do business in the U.S. before March 26, 2025 were required to file by April 25, 2025. Foreign entities registered on or after March 26, 2025 must file initial BOI reports within 30 calendar days after their registration becomes effective (or 30 days after the IFR publication date, whichever is later). The IFR is effective March 26, 2025. - Who is a beneficial owner: A beneficial owner is a natural person who (1) exercises substantial control over the company, and/or (2) owns or controls at least 25% of the company’s ownership interests. Only individuals (natural persons) qualify as beneficial owners; entities and trusts themselves are not reported as BOs (though individuals who control those entities/trusts may be BOs). - Required BOI data elements: For each reported individual, FinCEN requires name, date of birth, residential address, and a unique identifying number and issuing jurisdiction from a non-expired U.S. passport, U.S. driver’s license, or state-issued ID (or, if none available, a non-expired foreign passport); an image of the ID is required. The reporting company must also provide specified company-identifying information. - Updates and corrections: Under the IFR, foreign reporting companies must update BOI reports and correct previously filed reports within the IFR’s specified timeframe (the IFR extended timing to 30 days for initial filings and updates in many cases). FinCEN’s prior rule required updates generally within 30 days; the IFR preserves or extends the relevant filing windows for foreign reporting companies. - Exemptions: The CTA and FinCEN rules include 23 statutory exemptions (e.g., many publicly traded companies, certain large operating companies, many nonprofits). The IFR exempts domestic companies entirely (subject to limited exceptions described in rule text and pending comments). Determining exemption eligibility still requires a careful review of the statutory tests. - State-level rules: State filings (secretary of state filings) and state-level requests for BO information are not substitutes for (or a replacement of) FinCEN filing obligations. With the IFR’s narrowing of FinCEN’s scope, most U.S.-created companies will not need to file BOI with FinCEN, but they should still check for state-specific obligations or disclosure requirements (state guidance pages emphasize that CTA reporting must be made to FinCEN and that state requirements may differ). Some states provide guidance and outreach to help businesses comply with federal rules. Practical guidance for founders with multiple geographic (distributed) teams — compliance checklist and steps: 1) Determine whether your entity is a reporting company under the IFR: is the company formed under U.S. law (domestic) or a foreign entity registered in the U.S. (foreign reporting company)? If domestic (most U.S. LLCs/corporations), FinCEN BOI filing is not required under the IFR, but keep reading for reasons to collect BOI information internally. 2) If you are a foreign entity registered to do business in the U.S., identify all beneficial owners (individuals): - Follow the two-prong test: (a) individuals owning/controlling ≥25% of ownership interests; and/or (b) individuals exercising substantial control (senior officers, board members, those with significant decision-making authority). Consider indirect ownership chains and entity owners — identify the natural persons behind entities/trusts. 3) For distributed teams and remote founders: collect the required identifying information early (full legal name, DOB, residential address, and ID number + issuing jurisdiction) and obtain an image of the required ID (driver’s license, passport). For foreign individuals, a foreign passport can be used where no U.S. ID exists. Keep secure records even if you are a domestic company and exempt — banks, future investors, acquirers, or a change in the entity’s status (e.g., foreign registration) may trigger reporting needs. 4) Nominees, agents, and contractors: only natural persons who meet the beneficial-owner tests are reported. Nominee arrangements and indirect holding structures require tracing to the individuals with ownership/control. If an entity (e.g., another company or trust) is in the ownership chain, identify the human controllers of that entity. 5) Data protection and internal process: create a secure BOI collection workflow (limited access, encrypted storage), a record retention policy, and a single responsible officer for BOI compliance. Consider using counsel, a CPA, or a compliance service to manage collection and e-filing (for foreign reporting companies). 6) Filing and update process (for foreign reporting companies): use the FinCEN BOI e-filing system (BOI E-Filing) and, if required, FinCEN IDs for filers. File initial reports within the IFR deadlines and update within 30 days of any changes in beneficial ownership or company applicants, per FinCEN guidance and IFR timing. 7) Re-check exemptions and monitor rulemaking: the IFR was open to comment and FinCEN indicated it would consider final rules; keep watch for final rules or further substantive changes. Even if domestic companies are currently exempt, changes in ownership or registration status could alter obligations. 8) State-level compliance: confirm state-specific requirements (some states require their own disclosures, licensing or trade/fiscal registrations may have beneficial-ownership questions). Do not assume state filings substitute for FinCEN filings where FinCEN obligations apply. Why this matters for founders with distributed teams: - Distributed teams can create complexity in identifying natural-person owners and controllers (e.g., remote founders, non-U.S. team members, decentralized equity allocations). Having a clean, auditable set of ownership and control records reduces legal risk and speeds compliance if reporting becomes necessary. - If your company is U.S.-created and remains domestic, the IFR currently relieves FinCEN BOI filing obligations — but internal BOI hygiene remains best practice. - If your company is foreign and registered in the U.S., do not ignore BOI obligations: file timely and accurately, and focus on collecting required IDs from non-U.S. beneficial owners (FinCEN’s IFR excludes reporting of U.S. persons by foreign reporting companies).