“FinCEN Beneficial Ownership Report”

Summary of research and key findings (as of 2026-01-03): I researched FinCEN’s Beneficial Ownership Information (BOI) reporting requirements, including the implementing rule (the BOI Reporting Rule under the Corporate Transparency Act), FinCEN guidance and filing instructions, the March 26, 2025 interim final rule changing scope and deadlines, compliance guidance for small entities, filing procedures, and practitioner commentary.

The research focused on: who must file; what information must be reported; filing deadlines and update timelines; the BOI e‑filing system and FinCEN identifiers; penalties and safe harbor; and implications for U.S. business owners (LLC founders) including interactions with state-level requirements.

Primary conclusions (concise): - Current scope (effective March 26, 2025): “Reporting company” now means only entities formed under foreign law and registered to do business in any U.S. State or Tribal jurisdiction (i.e., foreign reporting companies).

Domestic entities formed in the United States (previously “domestic reporting companies”) and their beneficial owners are exempt from BOI reporting to FinCEN under the interim final rule. (FinCEN and Federal Register) - Deadlines for foreign reporting companies: entities registered to do business in the U.S. before March 26, 2025 must file BOI reports by April 25, 2025; entities registered on or after March 26, 2025 must file initial BOI reports within 30 calendar days after receiving notice (actual or public) that their registration is effective. (FinCEN and Federal Register) - U.S. persons: foreign reporting companies are exempted from having to report BOI for U.S. persons, and U.S. persons are exempted from providing BOI for such foreign reporting companies. (FinCEN and Federal Register) - What to report: BOI reports generally require information about the reporting company itself and two categories of individuals: beneficial owners (individuals who own/control ≥25% or exercise substantial control) and, in some cases, company applicants (those who directly file or direct the filing of formation/registration documents).

Required data elements for individuals: full legal name, date of birth, current address, and a unique identifying number and issuing jurisdiction from an acceptable ID (and an image of that document). (FinCEN small entity guide and filing instructions) - Filing system and process: FinCEN’s secure BOI e‑filing portal is available at https://boiefiling.fincen.gov ; FinCEN began accepting BOI reports electronically on Jan 1, 2024.

Reporting and update/correction timelines (initial/90/30 days) are described in the filing instructions and Small Entity Compliance Guide. Reporting companies must certify reports as true, correct, and complete.

FinCEN identifiers are available for individuals and companies as an alternative to reporting personal details. (Filing instructions; Small Entity Guide) - Updates, corrections, and timing: Reporting companies must file updated BOI reports within 30 days after a change to required information or within 30 days after discovering an inaccuracy.

If a person corrects an inaccurate report voluntarily within 90 days of the original deadline, the CTA provides a safe harbor from penalty. (Small Entity Guide; Filing Instructions) - Penalties and enforcement: Willful failure to report (or willfully reporting false information) can lead to civil and criminal penalties — civil fines up to $500 per day, criminal penalties including imprisonment up to two years and/or fines up to $10,000 — though FinCEN has stated it will not enforce penalties against U.S. citizens/domestic reporting companies in light of the interim final rule.

Enforcement discretion and published enforcement factors apply. (Small Entity Guide; Federal Register) - State-level implications: The interim final rule exempts domestic entities from federal BOI reporting, but it does not change state-level filing and registration requirements.

State-level beneficial ownership or disclosure requirements (if any) are separate and vary by state; U.S. business owners and LLC founders should confirm requirements with their state secretary of state or legal counsel.

FinCEN guidance notes that notice practices (actual vs. public notice) used to trigger filing timelines vary by jurisdiction. (FinCEN guidance; Federal Register) Research steps taken: 1. Performed broad web searches focused on FinCEN BOI, the CTA reporting rule, filing instructions, the BOI e-filing portal, the Small Entity Compliance Guide, and the March 26, 2025 interim final rule and press release. (Search and extract) 2.

Scraped and compressed key authoritative documents: FinCEN BOI landing page and alert, the Federal Register interim final rule (Mar 26, 2025), FinCEN Small Entity Compliance Guide (Version March 2025), FinCEN BOIR Filing Instructions (Jan 2024), and a Morgan Lewis practitioner summary. (Parallel extraction) 3.

Extracted the most relevant verbatim excerpts from those sources to support the conclusions above (see citations and excerpts below). How this answers the user's needs: - Scope and who must act: The research makes clear that, as of the interim final rule (Mar 26, 2025), U.S. domestic companies and U.S. persons are exempt from filing BOI with FinCEN; the population of entities that must file is now foreign entities registered to do business in the U.S.

This is essential for U.S. business owners and LLC founders to know whether the federal BOI reporting rule applies to them. - Practical next steps for affected entities: The filing portal, data checklist, deadlines, update timelines, safe harbor for corrections, FinCEN identifier option, and penalty exposures are all documented and cited, so U.S. business owners can follow the filing instructions if they are a foreign reporting company or advise foreign affiliates accordingly.

U.S. founders should also verify state-level requirements because state disclosure rules are separate. Caveats and recommended follow-up research: - The March 26, 2025 interim final rule is currently subject to public comment and FinCEN intends to issue a final rule; monitor FinCEN and the Federal Register for any future rule changes. - I did not scrape state-level secretary of state pages during this pass; if you want state‑by‑state specifics (Delaware, New York, California, etc.) I can run targeted searches/extracts for each state to compile state-level beneficial ownership disclosure requirements and guidance.

Primary citations and verbatim excerpts supporting the above conclusions (each excerpt verbatim from the cited source):

Summary of research and key findings (as of 2026-01-03): I researched FinCEN’s Beneficial Ownership Information (BOI) reporting requirements, including the implementing rule (the BOI Reporting Rule under the Corporate Transparency Act), FinCEN guidance and filing instructions, the March 26, 2025 interim final rule changing scope and deadlines, compliance guidance for small entities, filing procedures, and practitioner commentary.

The research focused on: who must file; what information must be reported; filing deadlines and update timelines; the BOI e‑filing system and FinCEN identifiers; penalties and safe harbor; and implications for U.S. business owners (LLC founders) including interactions with state-level requirements.

Primary conclusions (concise): - Current scope (effective March 26, 2025): “Reporting company” now means only entities formed under foreign law and registered to do business in any U.S. State or Tribal jurisdiction (i.e., foreign reporting companies).

Domestic entities formed in the United States (previously “domestic reporting companies”) and their beneficial owners are exempt from BOI reporting to FinCEN under the interim final rule. (FinCEN and Federal Register) - Deadlines for foreign reporting companies: entities registered to do business in the U.S. before March 26, 2025 must file BOI reports by April 25, 2025; entities registered on or after March 26, 2025 must file initial BOI reports within 30 calendar days after receiving notice (actual or public) that their registration is effective. (FinCEN and Federal Register)

- What to report: BOI reports generally require information about the reporting company itself and two categories of individuals: beneficial owners (individuals who own/control ≥25% or exercise substantial control) and, in some cases, company applicants (those who directly file or direct the filing of formation/registration documents).

Required data elements for individuals: full legal name, date of birth, current address, and a unique identifying number and issuing jurisdiction from an acceptable ID (and an image of that document). (FinCEN small entity guide and filing instructions) - Filing system and process: FinCEN’s secure BOI e‑filing portal is available at https://boiefiling.fincen.gov ; FinCEN began accepting BOI reports electronically on Jan 1, 2024.

Reporting and update/correction timelines (initial/90/30 days) are described in the filing instructions and Small Entity Compliance Guide. Reporting companies must certify reports as true, correct, and complete.

FinCEN identifiers are available for individuals and companies as an alternative to reporting personal details. (Filing instructions; Small Entity Guide) - Updates, corrections, and timing: Reporting companies must file updated BOI reports within 30 days after a change to required information or within 30 days after discovering an inaccuracy.

If a person corrects an inaccurate report voluntarily within 90 days of the original deadline, the CTA provides a safe harbor from penalty. (Small Entity Guide; Filing Instructions) - Penalties and enforcement: Willful failure to report (or willfully reporting false information) can lead to civil and criminal penalties — civil fines up to $500 per day, criminal penalties including imprisonment up to two years and/or fines up to $10,000 — though FinCEN has stated it will not enforce penalties against U.S. citizens/domestic reporting companies in light of the interim final rule.

Enforcement discretion and published enforcement factors apply. (Small Entity Guide; Federal Register)

1. Performed broad web searches focused on FinCEN BOI, the CTA reporting rule, filing instructions, the BOI e-filing portal, the Small Entity Compliance Guide, and the March 26, 2025 interim final rule and press release. (Search and extract) 2.

Scraped and compressed key authoritative documents: FinCEN BOI landing page and alert, the Federal Register interim final rule (Mar 26, 2025), FinCEN Small Entity Compliance Guide (Version March 2025), FinCEN BOIR Filing Instructions (Jan 2024), and a Morgan Lewis practitioner summary. (Parallel extraction) 3.

Extracted the most relevant verbatim excerpts from those sources to support the conclusions above (see citations and excerpts below). How this answers the user's needs: - Scope and who must act: The research makes clear that, as of the interim final rule (Mar 26, 2025), U.S. domestic companies and U.S. persons are exempt from filing BOI with FinCEN; the population of entities that must file is now foreign entities registered to do business in the U.S.

This is essential for U.S. business owners and LLC founders to know whether the federal BOI reporting rule applies to them.

- The March 26, 2025 interim final rule is currently subject to public comment and FinCEN intends to issue a final rule; monitor FinCEN and the Federal Register for any future rule changes.

• U.S. persons: foreign reporting companies are exempted from having to report BOI for U.S. persons, and U.S. persons are exempted from providing BOI for such foreign reporting companies. (FinCEN and Federal Register)
• State-level implications: The interim final rule exempts domestic entities from federal BOI reporting, but it does not change state-level filing and registration requirements. State-level beneficial ownership or disclosure requirements (if any) are separate and vary by state; U.S. business owners and LLC founders should confirm requirements with their state secretary of state or legal counsel. FinCEN guidance notes that notice practices (actual vs. public notice) used to trigger filing timelines vary by jurisdiction. (FinCEN guidance; Federal Register) Research steps taken:
• Practical next steps for affected entities: The filing portal, data checklist, deadlines, update timelines, safe harbor for corrections, FinCEN identifier option, and penalty exposures are all documented and cited, so U.S. business owners can follow the filing instructions if they are a foreign reporting company or advise foreign affiliates accordingly. U.S. founders should also verify state-level requirements because state disclosure rules are separate. Caveats and recommended follow-up research:
• I did not scrape state-level secretary of state pages during this pass; if you want state‑by‑state specifics (Delaware, New York, California, etc.) I can run targeted searches/extracts for each state to compile state-level beneficial ownership disclosure requirements and guidance. Primary citations and verbatim excerpts supporting the above conclusions (each excerpt verbatim from the cited source):