BOI compliance for founders earning globally

I conducted parallel searches and extractions to gather comprehensive, authoritative information about BOI/FinCEN reporting requirements with emphasis on US founders earning globally. Steps taken: 1) Performed broad web searches targeting FinCEN BOI final rule, BOI FAQs, Small Entity Compliance Guide, and recent interim final rule changes (2025 IFR) to capture the latest scope changes.

Searched for state-level interactions and practical guidance for founders with foreign-earned income. 2) Scraped and extracted content from key authoritative sources: - FinCEN BOI main page (https://www.fincen.gov/boi) — noted FinCEN’s March 26, 2025 interim final rule revising definition of "reporting company" to foreign entities registered to do business in US states; domestic companies and U.S. persons exempted.

Deadlines for foreign reporting companies (registered before March 26, 2025) to file by April 25, 2025; those registered on/after March 26, 2025 have 30 calendar days after notice. - FinCEN BOI FAQs (https://www.fincen.gov/boi-faqs) — details on exemptions (23 types), definitions of reporting companies (domestic vs foreign), beneficial owner (substantial control or >=25% ownership), company applicants (for entities created/registered on/after Jan 1, 2024), timelines, update/correction rules, and penalties (civil up to $500/day, criminal up to 2 years imprisonment and $10,000 fine). - FinCEN Small Entity Compliance Guide (https://www.fincen.gov/system/files/shared/BOI_Small_Compliance_Guide.v1.1-FINAL.pdf) — extracted guidance about identifying reporting companies, exemptions like large operating company, inactive entity, subsidiary; exclusion of non-US-sourced gross receipts for large operating company threshold; correction and safe harbor provisions (90 days), update timelines (30 days to correct inaccuracies once known), and enforcement notes. - FinCEN news release on IFR (https://www.fincen.gov/news/news-releases/fincen-removes-beneficial-ownership-reporting-requirements-us-companies-and-us) — confirmed the March 26, 2025 interim final rule removing domestic companies from BOI reporting and setting new deadlines for foreign companies. - Secondary analyses (e.g., PwC, Perkins Coie summaries) were searched to confirm practical implications and get compliance best practices for founders, including recommendations for collecting identity documents, maintaining records, monitoring changes, using FinCEN identifiers, and when to file updates.

Key findings summary (supporting citations listed below): - Current scope (as of interim final rule March 26, 2025): Reporting companies are limited to foreign entities formed under foreign law that have registered to do business in U.S. states/tribal jurisdictions by filing with a secretary of state or similar office; domestic entities created in the US and U.S. persons are exempt from BOI reporting.

Foreign reporting companies must file initial BOI reports per deadlines: those registered before March 26, 2025 by April 25, 2025; those registered on/after that date within 30 days of effective registration. - Definitions: Beneficial owner = any individual with substantial control OR owns/controls >=25% ownership interest.

Company applicants: certain individuals who file formation documents or direct filing agents for entities created or registered on/after Jan 1, 2024. - Exemptions: 23 exemptions including large operating company (over 20 US full-time employees, >$5M gross receipts on US tax return, operating presence in US), inactive entities, subsidiaries of exempt entities, certain regulated entities, nonprofits, etc.

For the large operating company exemption, gross receipts exclude receipts from sources outside the US when determining >$5M. - Timelines and updates: Initial filing windows per IFR; otherwise previously initial filing deadlines existed (varied by creation/registration date).

Updated or corrected filings must be made within 30 days of becoming aware of an inaccuracy; 90-day safe-harbor for voluntary corrections relative to the original deadline. - Penalties and enforcement: Willful failure to report complete or updated BOI may result in civil penalties (up to $500/day) and criminal penalties (up to 2 years imprisonment and/or $10,000 fine).

FinCEN has enforcement discretion and published enforcement factors. - State-level interaction: FinCEN rule triggers filings based on state registration (secretary of state filings). Some states have their own beneficial ownership disclosure laws or will use state-level processes for business registration; however, after the IFR, domestic entities are exempt federally though states may still require disclosures at the state level — founders should consult their state secretary of state for any state-specific BO requirements or new rules. - Founders earning globally: Important practical point — the large operating company exemption excludes gross receipts from sources outside the US when calculating the $5M threshold.

Founders with significant foreign-earned income should thus be cautious: foreign-source revenues won’t help reach the exemption threshold. Also, foreign-founded entities registered in the US remain within scope; U.S. founders who are U.S. persons are not required to report BOI to FinCEN for domestic entities under the IFR, but may be required if they are beneficial owners of foreign entities that meet the reporting-company criteria. - Practical steps for compliance and best practices: Determine whether your entity is a reporting company under the IFR; identify beneficial owners and company applicants; collect and securely store identity documentation (IDs, DOB, address, ownership percentages); consider obtaining FinCEN identifiers; establish monitoring processes to detect triggering events requiring updates; consult state filing requirements; and consider legal counsel or third-party compliance providers to prepare and file reports.

Citations and verbatim excerpts used are included below in the citations_excerpts field.

I conducted parallel searches and extractions to gather comprehensive, authoritative information about BOI/FinCEN reporting requirements with emphasis on US founders earning globally. Steps taken: 1) Performed broad web searches targeting FinCEN BOI final rule, BOI FAQs, Small Entity Compliance Guide, and recent interim final rule changes (2025 IFR) to capture the latest scope changes.

Searched for state-level interactions and practical guidance for founders with foreign-earned income. 2) Scraped and extracted content from key authoritative sources: - FinCEN BOI main page (https://www.fincen.gov/boi) — noted FinCEN’s March 26, 2025 interim final rule revising definition of "reporting company" to foreign entities registered to do business in US states; domestic companies and U.S. persons exempted.

Deadlines for foreign reporting companies (registered before March 26, 2025) to file by April 25, 2025; those registered on/after March 26, 2025 have 30 calendar days after notice. - FinCEN BOI FAQs (https://www.fincen.gov/boi-faqs) — details on exemptions (23 types), definitions of reporting companies (domestic vs foreign), beneficial owner (substantial control or >=25% ownership), company applicants (for entities created/registered on/after Jan 1, 2024), timelines, update/correction rules, and penalties (civil up to $500/day, criminal up to 2 years imprisonment and $10,000 fine). - FinCEN Small Entity Compliance Guide (https://www.fincen.gov/system/files/shared/BOI_Small_Compliance_Guide.v1.1-FINAL.pdf) — extracted guidance about identifying reporting companies, exemptions like large operating company, inactive entity, subsidiary; exclusion of non-US-sourced gross receipts for large operating company threshold; correction and safe harbor provisions (90 days), update timelines (30 days to correct inaccuracies once known), and enforcement notes. - FinCEN news release on IFR (https://www.fincen.gov/news/news-releases/fincen-removes-beneficial-ownership-reporting-requirements-us-companies-and-us) — confirmed the March 26, 2025 interim final rule removing domestic companies from BOI reporting and setting new deadlines for foreign companies.

- Current scope (as of interim final rule March 26, 2025): Reporting companies are limited to foreign entities formed under foreign law that have registered to do business in U.S. states/tribal jurisdictions by filing with a secretary of state or similar office; domestic entities created in the US and U.S. persons are exempt from BOI reporting.

Foreign reporting companies must file initial BOI reports per deadlines: those registered before March 26, 2025 by April 25, 2025; those registered on/after that date within 30 days of effective registration. - Definitions: Beneficial owner = any individual with substantial control OR owns/controls >=25% ownership interest.

Company applicants: certain individuals who file formation documents or direct filing agents for entities created or registered on/after Jan 1, 2024. - Exemptions: 23 exemptions including large operating company (over 20 US full-time employees, >$5M gross receipts on US tax return, operating presence in US), inactive entities, subsidiaries of exempt entities, certain regulated entities, nonprofits, etc.

For the large operating company exemption, gross receipts exclude receipts from sources outside the US when determining >$5M. - Timelines and updates: Initial filing windows per IFR; otherwise previously initial filing deadlines existed (varied by creation/registration date).

Updated or corrected filings must be made within 30 days of becoming aware of an inaccuracy; 90-day safe-harbor for voluntary corrections relative to the original deadline. - Penalties and enforcement: Willful failure to report complete or updated BOI may result in civil penalties (up to $500/day) and criminal penalties (up to 2 years imprisonment and/or $10,000 fine).

FinCEN has enforcement discretion and published enforcement factors.

- Founders earning globally: Important practical point — the large operating company exemption excludes gross receipts from sources outside the US when calculating the $5M threshold. Founders with significant foreign-earned income should thus be cautious: foreign-source revenues won’t help reach the exemption threshold.

Also, foreign-founded entities registered in the US remain within scope; U.S. founders who are U.S. persons are not required to report BOI to FinCEN for domestic entities under the IFR, but may be required if they are beneficial owners of foreign entities that meet the reporting-company criteria.

• Secondary analyses (e.g., PwC, Perkins Coie summaries) were searched to confirm practical implications and get compliance best practices for founders, including recommendations for collecting identity documents, maintaining records, monitoring changes, using FinCEN identifiers, and when to file updates. Key findings summary (supporting citations listed below):
• State-level interaction: FinCEN rule triggers filings based on state registration (secretary of state filings). Some states have their own beneficial ownership disclosure laws or will use state-level processes for business registration; however, after the IFR, domestic entities are exempt federally though states may still require disclosures at the state level — founders should consult their state secretary of state for any state-specific BO requirements or new rules.
• Practical steps for compliance and best practices: Determine whether your entity is a reporting company under the IFR; identify beneficial owners and company applicants; collect and securely store identity documentation (IDs, DOB, address, ownership percentages); consider obtaining FinCEN identifiers; establish monitoring processes to detect triggering events requiring updates; consult state filing requirements; and consider legal counsel or third-party compliance providers to prepare and file reports. Citations and verbatim excerpts used are included below in the citations_excerpts field.