BOI support packages for new founders

Quick summary (TL;DR) - As of March 26, 2025 FinCEN revised the BOI rule: entities formed in the United States (previously "domestic reporting companies") are exempted from BOI reporting to FinCEN under the Corporate Transparency Act. The revised definition of "reporting company" generally covers only foreign entities that have registered to do business in the U.S. (subject to any remaining exemptions). If you’re a U.S. founder forming an LLC or corporation in the U.S., you likely do NOT need to submit BOI to FinCEN — but you must confirm your entity’s status and keep robust ownership records. If your entity is a foreign reporting company (formed outside the U.S. and registered in a state), you may still need to file under specified deadlines. 2) What changed and why it matters to founders (short explanation) - March 26, 2025 interim final rule: FinCEN revised the reporting company definition and exempted domestic entities from CTA BOI reporting. The practical consequence: most U.S.-formed LLCs and corporations are not subject to FinCEN BOI filing obligations today. However, the BOI e‑filing system, field requirements, and concepts (beneficial owner, applicant) remain relevant as guidance if the company’s status changes or for foreign-formed entities. 3) How founders should assess BOI obligations (step-by-step) - Step 1: Determine entity origin and registration status • Was the entity formed in the U.S. (domestic) or in a foreign country? If domestic, US BOI reporting to FinCEN is generally not required under the March 26, 2025 interim final rule. If foreign-formed and registered to do business in any U.S. state/tribal jurisdiction (by filing formation/registration papers), treat it as a potential "reporting company." - Step 2: Check exemptions for your entity • Even foreign reporting companies may qualify for exemptions (for example certain regulated entities, large operating companies or subsidiaries of exempt entities). If you believe an exemption applies, document the basis carefully and be prepared to file within 30 days if your exemption status changes. - Step 3: Identify and document beneficial owners and applicants • Collect required data fields for each beneficial owner and for the applicant(s): full legal name, date of birth, current address, and an identifying number from an acceptable ID (and the issuing jurisdiction). FinCEN guidance describes acceptable documents and data capture best practices. - Step 4: Identity verification and recordkeeping • Even when not required to file, collect ID documents or use a trusted eKYC vendor and retain records securely. This protects founders and investors and prepares the company for any future reporting change. - Step 5: Filing (if required) • Foreign reporting companies registered before March 26, 2025 had a filing deadline (FinCEN specified April 25, 2025 for those pre-March 26 registrations). Companies registered on or after March 26, 2025 have 30 calendar days after receiving notice that registration is effective. If the company stops qualifying for an exemption, the company must file within 30 calendar days of losing the exemption. 4) Required data fields (what to collect) — practical checklist - Beneficial owner: full legal name, date of birth, current residential address, unique identifying number (e.g., passport, driver’s license, or company EIN/ITIN for non-individuals where applicable) and issuing jurisdiction for ID; relationship to the company and nature/extent of control/ownership. - Applicant (the individual who files formation/registration documents or who directs/prepares them): full legal name, date of birth, address, and ID details. - Entity information: legal name, trade name, EIN (if issued), jurisdiction of formation, formation/registration date. - Evidence & records: copies of identity documents or evidence of verification; signed ownership attestation; board/operating agreement references; contact for updates. 5) Recommended BOI support packages for new founders (three-tier model) - Package A — "Founders DIY Kit" (low-touch) • What’s included: plain‑language guide to the current BOI landscape, quick decision flowchart (Am I a reporting company?), downloadable templates to collect BOI info (owner & applicant forms), sample retention policy, and state-specific checklist for formation filings. • Good for: founders who formed domestic US entities and want to document readiness. • Example price (illustrative): $99–$300. - Package B — "Assisted Compliance" (mid-touch) • What’s included: everything in DIY Kit plus a document review by a compliance specialist, ID verification via an eKYC integration (one-time per person), templated FinCEN e‑filing prep (if required), and 30 days of post-setup support to answer questions and prepare amendment guidance. • Good for: founders of foreign-formed entities registering in the U.S., or domestic founders who want extra assurance and secure KYC. • Example price (illustrative): $499–$2,500 depending on number of beneficial owners and complexity. - Package C — "Full-Service BOI & Ongoing Compliance" (high-touch) • What’s included: full collection & verification of BOI data, secure document storage, creation and submission of BOI report via FinCEN e‑filing if required, ongoing monitoring and annual review, automatic alerts if entity status changes or if amendments likely required, plus tailored state-specific compliance guidance (Delaware, California, New York, Texas) and direct access to counsel referrals. • Good for: professional service providers, foreign parents registering affiliates, or founders who want fully managed compliance. • Example price (illustrative): $1,500–$6,000 (depending on number of owners, complexity, and subscription vs. one-time service). Notes on pricing: these ranges are illustrative only; build price around labor, eKYC costs, filing complexity, and ongoing monitoring fees. 6) State-specific considerations (Delaware, California, New York, Texas) - General point: The March 26, 2025 FinCEN change was federal and affects whether entities submit BOI to FinCEN. State formation and post‑formation compliance (e.g., annual reports, franchise taxes, registered agent requirements, and state-level disclosures) remain distinct and must be handled per each state’s rules. Most states do not currently mirror FinCEN BOI reporting by creating a state BOI registry, but some states and sectors (public contracting, real estate) may require ownership disclosure. - Delaware: No state BOI registry. Continue to file franchise tax, annual reports (as applicable) and maintain registered agent. Delaware remains a primary jurisdiction for privacy of certain filings — but maintain internal BOI records if desired. - California: State filings (Statement of Information for corporations/LLCs) remain required. CA has strict privacy and data protection requirements; be cautious with storage and sharing of ID docs. Certain state contractors may have disclosure rules. - New York: Watch for sector-specific disclosure rules (e.g., real estate, public contracting). Maintain good records for any licensing or public contract bidding. - Texas: No state BOI registry. Continue to file periodic reports (if required) and franchise tax. For all states: verify industry-specific rules (banking, cannabis, cannabis-adjacent, money services, securities) because regulated entities can be excluded from BOI but are subject to other oversight. 7) Penalties, enforcement and access (short) - Historically FinCEN’s BOI rule included civil and criminal penalties for willful failure to report, falsifying information, or failing to correct inaccurate filings. With the March 26, 2025 revision the practical exposure for most domestic U.S. companies to FinCEN enforcement decreased, but for foreign reporting companies the reporting obligations and potential penalties remain. Regardless of filing requirement, inaccurate records create legal exposure and operational risk. Maintain accurate internal KYC records. 8) Practical workflows & sample timeline (founder-friendly) - For a foreign-formed entity registering in the U.S. (example timeline): • Day 0 (formation/registration effective): company receives notice of registration. • Day 0–7: identify beneficial owners and applicants; collect primary ID and addresses. • Day 7–14: verify identity (eKYC), prepare BOI report, decide on exemptions. • Day 14–30: file BOI report via FinCEN e‑filing (30-day deadline for post-Mar26 registrations). • Ongoing: monitor ownership changes; update BOI report or file corrections as required (often within 30 days of change of status or loss of exemption). - For U.S.-formed domestic entities: recommended timeline is to collect and securely store the same BOI information at formation and to review it annually. 9) Practical templates & checklist (ready to copy) - Ownership intake form (fields: name, DOB, address, ownership percentage or control facts, ID type and issuing jurisdiction, scanned ID file name, email/phone, role). - Applicant form (who filed formation docs): name, DOB, address, ID type, relationship to company. - Internal retention policy: encrypt and store ID docs, limit access to legal/compliance team, retention period and secure deletion process. - Remediation steps if a required filer: immediate verification, prepare amended report, consult counsel if filings are late. 10) FAQs for founders - Q: Do I have to file BOI for my newly formed US LLC? A: Under the March 26, 2025 interim final rule, most U.S.-formed entities are exempt from FinCEN BOI reporting; confirm your entity is domestic and not a foreign reporting company. Keep records and monitor for regulatory changes. - Q: What if my company is foreign-formed and I already registered in a U.S. state? A: Foreign entities that meet the revised definition of reporting company and don’t qualify for an exemption must file BOI to FinCEN; deadlines depend on when registration occurred (pre-Mar26-2025 registrants had an April 25, 2025 deadline; post-Mar26 registrants generally have 30 days after notice of registration effectiveness). - Q: Do I still need to collect owner IDs? A: Yes — collect and securely retain owner/applicant info as best practice and in case your status changes. - Q: Where do I file? A: If required, FinCEN’s BOI E-Filing System (boiefiling.fincen.gov). Many support packages include e-filing assistance. 11) Recommended next steps for a founder today - Step A: Confirm whether your entity is domestic or foreign-formed; check state formation paperwork. - Step B: Build a simple ownership intake and retention process immediately (collect name, DOB, address, and ID info for each owner/applicant). - Step C: If you’re foreign-formed and registered in the U.S., engage a compliance package (Assisted or Full-Service) to confirm filing obligations and to prepare/submit BOI reports. - Step D: Document your compliance basis (why you do or do not file) and retain it with formation records. - Step E: Re-check FinCEN guidance periodically (subscribe to updates), and consult an attorney for complex ownership structures or cross-border arrangements.

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