BOI compliance facilitator support for accountants

Steps taken and research summary: 1) Conducted broad searches of authoritative sources (FinCEN, FinCEN FAQs, FinCEN Small Entity Compliance Guide, AICPA, state Secretary of State pages, Federal Register) and industry/practice guidance to gather comprehensive information accountants need to act as BOI compliance facilitators for US businesses. 2) Collected state-specific guidance and examples (New York Department of State, California Secretary of State, Delaware Division of Corporations and other state notices) to map interactions between federal BOI obligations and state filings. 3) Identified practical guidance for accountants: who qualifies as a reporting company, definition of beneficial owner (25% ownership or substantial control), exemptions, filing timelines, use of third-party filers (including accountants), best practices for authorization and recordkeeping, data-security considerations, FinCEN E-Filing system and API capabilities, penalties and relief (corrections within 90 days), and changes to scope from March 26, 2025 interim final rule narrowing BOI reporting to certain foreign companies. Key findings (concise, actionable): - Current federal scope (FinCEN): As of March 26, 2025, FinCEN issued an interim final rule that removed the requirement for U.S. domestic entities and U.S. persons to report BOI; the regulatory definition of “reporting company” was revised to cover only entities formed under a foreign country’s law that have registered to do business in a U.S. state or tribal jurisdiction. Deadlines were established for those foreign reporting companies (e.g., filing by April 25, 2025 for entities registered before March 26, 2025; 30 days after notice for registrations on/after March 26, 2025). The FinCEN guidance and FAQs continue to be primary, up-to-date references and are being updated to reflect the interim final rule. - Who must report / exemptions: FinCEN’s Small Entity Compliance Guide explains the reporting company definition, the list of 23+ exemptions (banks, large operating companies, certain tax-exempt entities, accounting firms in some contexts), and subsidiary/exempt-entity rules. Exemptions are complex; accountants should run checklist flowcharts in the Guide to determine exemption status. - Beneficial owner definition: A beneficial owner is an individual who (1) exercises substantial control over the company or (2) owns/controls at least 25% of ownership interests. Senior officers may be treated as beneficial owners. Exceptions exist (nominee/intermediary) and special rules apply when ownership is held through exempt entities. - Who can file & role of accountants: FinCEN allows any authorized person (including accountants, lawyers, third-party service providers) to file BOI reports on a reporting company’s behalf provided they certify the information’s accuracy. FinCEN does not require third-party filers to retain specific authorization records but recommends doing so as a best practice; third-party filers may submit multiple filings via FinCEN’s API. Accountants can therefore act as compliance facilitators, prepare filings, coordinate documentation, and file via the BOI E-Filing system or API. - Filing mechanics & tech: FinCEN provides the BOI E-Filing system and supports an API for bulk filings. Filers may obtain FinCEN IDs. The E-Filing system provides submission acknowledgements and downloadable transcripts. Accountants should plan processes for identity verification (copies of ID documents), secure collection and storage of sensitive BOI, and confirmation of submitted reports to clients. - Timing, updates, and corrections: Initial deadlines vary by entity formation/registration date; reporting companies must update BOI within prescribed timeframes when information changes (FinCEN previously adopted 30-day update rules for many changes). Correcting mistakes within 90 days of a missed deadline may avoid penalties. - Enforcement & penalties: FinCEN warns of potential civil and criminal penalties for willful failures to report or for filing false BOI. The Small Entity Guide describes penalties and enforcement approaches and notes FinCEN’s outreach and phased implementation materials. - State-specific interactions: States generally emphasize that BOI reporting is a federal obligation to FinCEN and not a substitute for state filings (e.g., California SOS). Some states are developing or implementing their own beneficial owner disclosure programs or related filings (example: New York DOS created a Small Business Beneficial Ownership Disclosure Compliance Guide describing state-level requirements for certain foreign/authorized entities, including fees and state filing timelines effective 2026). Accountants need to track state-level initiatives (NY, and others) and clarify for clients whether state BOI-type filings or attestations/fees are required in addition to or instead of FinCEN reporting, per current law. - Practical steps accountants should implement to act as BOI compliance facilitators: client intake checklists tailored to BOI (entity formation date, jurisdiction of formation, list of individuals with 25%+ interests, senior officers, identification documents, exempt-entity relationships), authorization templates for third-party filing, secure evidence collection and retention policies, internal workflow to determine exemptions, mapping of filing deadlines, confirmation and evidence retention after filing, pricing and service level definitions, and integration with practice management tools or BOI-capable e-filing software. - Resources and professional guidance: AICPA and industry publications provide client letters, firm-focused FAQs, practice alerts and templates; FinCEN provides official rules, FAQs, BOI E-Filing, Small Entity Compliance Guide, outreach toolkit, and technical notices. Accountants should subscribe to FinCEN and AICPA updates and review the Small Entity Compliance Guide and FinCEN FAQs regularly. Caveats and continuing monitoring: - The regulatory landscape changed materially with FinCEN’s March 26, 2025 interim final rule narrowing reporting to foreign entities. Guidance and state-level developments continue to evolve; practitioners must monitor FinCEN updates, Federal Register notices, and state SOS/DO S announcements. - State-level BOI or beneficial owner disclosure regimes may add obligations in some states (fees, attestation, filing forms). Confirm state-specific filing obligations for each client.