BOI reporting for founders without U.S. residency

Short summary of who must file now (as of 2026-01-03):- Under FinCEN’s March 26, 2025 interim final rule, ‘‘reporting companies’’ are now defined to mean 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 with a secretary of state (i.e., foreign-formed companies that qualify as ‘‘registered to do business’’ in a U.S. jurisdiction). FinCEN exempted entities formed in the United States (domestic companies) and their beneficial owners from BOI reporting for the time being. (See citations below.)2) What a non-U.S. founder should check immediately:- Is the company formed in the U.S. (domestic LLC/corp) or formed abroad and then registered/qualified to do business in a U.S. state? If it was formed in the U.S., it is exempt under the IFR for now. If it was formed abroad and registered with a U.S. Secretary of State (foreign qualification), the company remains a reporting company and generally must file BOI unless an exemption applies.3) If your entity is a foreign-formed company registered in the U.S. (must-file checklist):- Determine whether any available statutory exemptions apply (FinCEN lists 24 exemptions in the rule—review carefully). Many common small businesses do not qualify for exemptions if they have foreign ownership. - Gather required BOI for each non-U.S. beneficial owner: full legal name, date of birth, current address, an identifying number from an acceptable ID (e.g., passport) and an image of the ID document. FinCEN also allows use of a FinCEN Identifier as an alternative to repeating full personal data across filings.- If a ‘‘company applicant’’ report is required (rules vary by entity type/circumstances), gather that person’s info as required.- File through the FinCEN BOI E-Filing System (no fee). Create a FinCEN ID or use the e-filing credentials where required.- Update any report within required timeframes (IFR indicates 30 days for required updates/initial filings tied to dates in the IFR).4) Deadlines (as established by the IFR):- Reporting companies registered to do business in the United States before March 26, 2025 were given until April 25, 2025 to file initial BOI reports. Reporting companies registered on or after March 26, 2025 have 30 calendar days to file an initial BOI report after receiving notice their registration is effective. Updates/corrections generally must be filed within 30 days of the change. (Confirm any later rule changes.)5) ID and practical issues for non-U.S. founders:- Acceptable ID: Non-U.S. individuals can typically use passports as the identifying document (the rule requires an identifying number and an image of the ID). An ITIN is not required as a substitute for passport information, although some service providers recommend obtaining an ITIN for U.S. tax/banking needs. - Address: FinCEN requires a current address; foreign addresses are acceptable where appropriate—do not fabricate a U.S. residential address. For the company’s principal address, use the company’s principal place of business; a registered agent/address used for state filings is not necessarily the company’s principal place of business.- FinCEN Identifier: If individuals expect to appear on multiple BOI reports, obtaining a FinCEN Identifier can simplify filings and reduce submission of identity documents across reports.6) State-specific considerations (general guidance):- The BOI requirement in the IFR is federal and is triggered by a foreign entity’s registration to do business in any U.S. state or tribal jurisdiction (i.e., filing with a Secretary of State). There is no separate federal BOI filing tied to a particular state’s own rules — the key is whether the entity is foreign-formed and has ‘registered to do business’ in that state.- Practically: Delaware, Wyoming, Nevada, California, New York, Texas, Florida, and other states each have their own foreign qualification/registration processes. If your foreign-formed entity completes a foreign qualification filing in any of these states, that act will make the entity a ‘‘reporting company’’ for FinCEN purposes (and therefore likely require BOI filing) unless an exemption applies. Check each state’s Secretary of State guidance for foreign qualification timing and proof-of-registration steps (these state filings create the federal filing trigger). 7) Privacy, access, and enforcement notes:- FinCEN maintains BOI records and access is limited to authorized users (law enforcement, certain federal agencies, financial institutions with consent, and others in specific circumstances). FinCEN stated it is taking steps to limit public access and safeguard data.- The IFR removed domestic companies from reporting and stated FinCEN would not enforce BOI penalties against U.S. citizens/domestic reporting companies under the IFR approach; foreign reporting companies remain subject to reporting requirements and potential enforcement. Monitor guidance for final rule changes.8) Practical compliance roadmap for non-U.S. founders forming/operating US businesses:- Step 1: Confirm formation jurisdiction (domestic vs foreign).- Step 2: If foreign-formed, determine whether you have registered to do business in any U.S. state; if yes, treat the company as a reporting company and prepare to file BOI.- Step 3: Assemble BOI data: beneficial owners’ IDs (passport numbers + images), DOB, current address, ownership percentages and control facts, company applicant info if needed, company formation details.- Step 4: Consider obtaining FinCEN Identifiers for recurring individuals and obtain ITINs only if needed for tax/banking purposes.- Step 5: File via FinCEN BOI E-Filing System; keep backups and a process to update reports within 30 days of changes.- Step 6: Maintain records, confirm any state-law transparency requirements, and seek counsel for exemption eligibility or complex ownership structures (pools, trusts, funds, and entities with overlapping control are often nuanced).9) Caveats and next steps: - This summary is based on the March 26, 2025 interim final rule and FinCEN guidance available through 2026-01-03. The IFR was explicitly issued as interim and FinCEN has indicated potential further rulemaking; rules could change. Always confirm the current FinCEN BOI pages and Federal Register publications and consult counsel for complex ownership or cross-border tax/immigration questions.

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