BOI reporting reminders & automation

A. Executive summary (TL;DR) - Important regulatory change (March 26, 2025): FinCEN adopted an interim final rule that removes U.S. domestic companies (previously called “domestic reporting companies”) and U.S. persons from the BOI reporting requirement under the Corporate Transparency Act (CTA).

Reporting companies now mean certain foreign entities registered to do business in U.S. jurisdictions. (See FinCEN citations below.) - For foreign entities that qualify as reporting companies, new deadlines apply: entities registered before March 26, 2025 must file by April 25, 2025; entities registered on/after March 26, 2025 generally have 30 calendar days to file after receiving notice that their registration is effective.

File electronically through FinCEN’s BOI E-Filing system. - State-level BOI/disclosure rules still exist and vary by jurisdiction (e.g., DC, South Dakota, New York proposals, and other states maintaining disclosure or biennial reporting obligations).

Domestic companies should check state rules and SOS requirements even if FinCEN federal filing is not required for them. B.

Who must report now (per the March 26, 2025 IFR + guidance) - Reporting companies (as revised) are generally entities formed under a foreign country’s law 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. U.S.-created entities (domestic companies) are exempt from FinCEN BOI filings under the interim rule. (FinCEN IFR and Small Entity Compliance Guide excerpts linked.) - Deadlines (key dates to automate/remind): - Registered to do business before March 26, 2025: BOI reports due by April 25, 2025. (Most affected foreign reporting companies.) - Registered to do business on or after March 26, 2025: 30 calendar days after notice that registration is effective (use your registration/public notice date). - Note: Prior timelines (Jan 1, 2025 / 90-day for 2024 formations) were superseded for domestic entities by the March 2025 rule; ensure you rely on current FinCEN guidance.

C. What information is collected in a BOI report (what to prepare and automate) - Company identifying information: legal name, trade/DBA names, principal office address, jurisdiction(s) of formation and (for foreign reporting companies) state/tribal registration date, taxpayer identification number (or foreign tax ID if no U.S.

TIN). - Beneficial owners: Typically name, date of birth, address, and a unique identifying number and issuer from an acceptable ID (non-expired U.S. driver’s license, U.S. passport, state ID, or if none, foreign passport) plus an image of that ID.

Note: the IFR changes how U.S. persons are treated for foreign reporting companies—confirm the current FinCEN guidance for any edge cases. - Company applicants (for entities formed in certain date ranges historically) — verify current FinCEN guidance whether applicant data applies to your situation (the Small Entity Compliance Guide details when applicant info was required historically). - Filing method: FinCEN BOI E-Filing system (boiefiling.fincen.gov); filings are electronic and free.

D. Enforcement and penalties — what to avoid and safe harbors - Willful violations can carry civil penalties (statute provides up to $500/day, adjusted for inflation—FinCEN noted an adjusted figure in guidance) and criminal penalties (up to two years imprisonment and/or fines up to $10,000).

FinCEN’s guidance also explains a safe-harbor if you correct reports within 90 days of the original filing deadline in many cases. - FinCEN has also warned of fraudulent solicitations/scams seeking BOI; filers should only use the official BOI e-filing portal and official FinCEN contact channels.

E. State-level considerations (why domestic US entities still must check state rules) - Even though FinCEN’s IFR exempted domestic reporting companies from federal BOI filings, many states and the District of Columbia have their own beneficial ownership or disclosure rules attached to business registration/biennial reports; these remain in effect unless the state updates or repeals them.

Examples flagged in the research include DC’s BOI regime, South Dakota rules around foreign ownership of agricultural land, and state guidance pages (several states updated their pages in March 2025 to reflect the FinCEN IFR).

Always check the Secretary of State/Department of State page for any state where the business is formed or registered. F.

Practical reminders & automation playbook (implementation-ready) Goal: Build a low-friction, auditable workflow that ensures any entity you manage files (or confirms exempt), stores required documents, and updates BOI info when ownership/control changes.

A. Executive summary (TL;DR) - Important regulatory change (March 26, 2025): FinCEN adopted an interim final rule that removes U.S. domestic companies (previously called “domestic reporting companies”) and U.S. persons from the BOI reporting requirement under the Corporate Transparency Act (CTA).

Reporting companies now mean certain foreign entities registered to do business in U.S. jurisdictions. (See FinCEN citations below.) - For foreign entities that qualify as reporting companies, new deadlines apply: entities registered before March 26, 2025 must file by April 25, 2025; entities registered on/after March 26, 2025 generally have 30 calendar days to file after receiving notice that their registration is effective.

File electronically through FinCEN’s BOI E-Filing system. - State-level BOI/disclosure rules still exist and vary by jurisdiction (e.g., DC, South Dakota, New York proposals, and other states maintaining disclosure or biennial reporting obligations).

Domestic companies should check state rules and SOS requirements even if FinCEN federal filing is not required for them. B.

Who must report now (per the March 26, 2025 IFR + guidance)

- Registered to do business before March 26, 2025: BOI reports due by April 25, 2025. (Most affected foreign reporting companies.) - Registered to do business on or after March 26, 2025: 30 calendar days after notice that registration is effective (use your registration/public notice date). - Note: Prior timelines (Jan 1, 2025 / 90-day for 2024 formations) were superseded for domestic entities by the March 2025 rule; ensure you rely on current FinCEN guidance.

C. What information is collected in a BOI report (what to prepare and automate)

- Willful violations can carry civil penalties (statute provides up to $500/day, adjusted for inflation—FinCEN noted an adjusted figure in guidance) and criminal penalties (up to two years imprisonment and/or fines up to $10,000).

FinCEN’s guidance also explains a safe-harbor if you correct reports within 90 days of the original filing deadline in many cases.

- Even though FinCEN’s IFR exempted domestic reporting companies from federal BOI filings, many states and the District of Columbia have their own beneficial ownership or disclosure rules attached to business registration/biennial reports; these remain in effect unless the state updates or repeals them.

Examples flagged in the research include DC’s BOI regime, South Dakota rules around foreign ownership of agricultural land, and state guidance pages (several states updated their pages in March 2025 to reflect the FinCEN IFR).

Always check the Secretary of State/Department of State page for any state where the business is formed or registered. F.

Practical reminders & automation playbook (implementation-ready) Goal: Build a low-friction, auditable workflow that ensures any entity you manage files (or confirms exempt), stores required documents, and updates BOI info when ownership/control changes.

• Reporting companies (as revised) are generally entities formed under a foreign country’s law 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. U.S.-created entities (domestic companies) are exempt from FinCEN BOI filings under the interim rule. (FinCEN IFR and Small Entity Compliance Guide excerpts linked.)
• Deadlines (key dates to automate/remind):
• Company identifying information: legal name, trade/DBA names, principal office address, jurisdiction(s) of formation and (for foreign reporting companies) state/tribal registration date, taxpayer identification number (or foreign tax ID if no U.S. TIN).
• Beneficial owners: Typically name, date of birth, address, and a unique identifying number and issuer from an acceptable ID (non-expired U.S. driver’s license, U.S. passport, state ID, or if none, foreign passport) plus an image of that ID. Note: the IFR changes how U.S. persons are treated for foreign reporting companies—confirm the current FinCEN guidance for any edge cases.
• Company applicants (for entities formed in certain date ranges historically) — verify current FinCEN guidance whether applicant data applies to your situation (the Small Entity Compliance Guide details when applicant info was required historically).
• Filing method: FinCEN BOI E-Filing system (boiefiling.fincen.gov); filings are electronic and free. D. Enforcement and penalties — what to avoid and safe harbors
• FinCEN has also warned of fraudulent solicitations/scams seeking BOI; filers should only use the official BOI e-filing portal and official FinCEN contact channels. E. State-level considerations (why domestic US entities still must check state rules)

Data collection & secure storage (single source of truth) - Maintain a secure entity record for each company

formation date, registration/authorization dates per jurisdiction, registered agent details, owner list, ownership percentages, control roles, and copies of accepted ID images. - Use encrypted storage/vaults and limit access; retain metadata (who uploaded, when) for audit trails.

Trigger rules (recommendation to automate via calendar/webhook rules)

- If entity is a foreign reporting company (per FinCEN definition): - If registration date = March 26, 2025: schedule automated reminder at registration notice with a 30-day countdown and follow-ups at Day 7, Day 3, Day 1. - If entity is domestic: auto-check state SOS rules; if state requires BOI or beneficial owner disclosure to the state, schedule reminders aligned to biennial report or amendment cycle. - Always schedule periodic (annual or semi-annual) ownership reviews to catch changes that require filing updates; include a 90-day correction safe-harbor window in compliance workflows. 3) Notification cadence and templates - Initial notice: email + link to secure form to collect DOB, address, ID type & image, and attestations. - Follow-ups: 7 days, 3 days, 24 hours before deadline; escalation to manager after missed deadline. - Audit/confirmation: once filed, generate confirmation and store FinCEN receipt + filing PDF in secure entity record. 4) Integration points (automation opportunities) - Registered agent / formation service integration: when a foreign company files to register, capture the filing effective/public notice date via API or webhook to auto-create the 30-day timer. - Entity management systems / document vaults: centralize owner data, accepted ID images (securely), and tie to FinCEN receipt. - CRM / billing / calendar: use to surface reminders for client-owned companies. - Use role-based access for the filing preparer and require double attestation for accuracy. 5) Filing workflow (step-by-step automation blueprint) - Step 0: Auto-evaluate entity type and jurisdictional scope (domestic vs foreign registration). - Step 1: If BOI filing required, auto-send secure data-collection form to reported beneficial owners and company contact. - Step 2: Validate received ID images and data using human review or automated ID verification (if used) and flag mismatches. - Step 3: Prepare BOI report in the required FinCEN electronic format; present to authorized filer for digital certification. - Step 4: Submit via FinCEN BOI E-Filing and capture confirmation; provide client/owner a copy. - Step 5: Schedule follow-up audits and attach update/change triggers. 6) Record retention and privacy controls - Keep records for at least the period recommended by FinCEN/state rules; maintain access logs; restrict ID image downloads. G. Vendor types and examples (services that can simplify reminders and automation) - Registered agent / formation services and entity management platforms: these capture registration dates and can trigger the 30-day filing window for foreign entities. Example providers/solutions found in searches: Harbor Compliance (offers BOI reporting services and automated records manager), ZenBusiness (state-specific BOI guidance pages). (Citations below.) - Recommended approach: prefer providers that offer: secure data collection + ID upload, entity record management, rule-based reminders/alerts, e-filing support or integration, and audit trail exports. H. Immediate next steps for US business owners / LLC founders (action checklist) 1. Determine entity status: Is your entity domestic (formed in the U.S.) or a foreign entity registered to do business in the U.S. (per the IFR definition)? If domestic, federal BOI filing to FinCEN is generally not required under the March 26, 2025 IFR, but check state requirements. 2. If you are a foreign entity registered in the US: verify your registration date. If registered before March 26, 2025, prioritize filing (deadline April 25, 2025). If registered on/after March 26, 2025, create a 30-day filing timer from effective/public notice date.

Start collecting required owner data and ID images now; secure storage and limited access are essential.

Implement the automated reminder cadence described above; if you use a registered agent or entity provider, enable integrations or request they notify you of registration notice dates.

If you need help, contact an experienced compliance provider or counsel — and only use the official FinCEN portal for filings.