BOI compliance for 100% online LLCs

Summary of relevant findings (what a US, 100% online LLC owner/founder needs to know): - Federal position (FinCEN / Corporate Transparency Act): An interim final rule published by FinCEN on March 26, 2025 revised the definition of “reporting company” and removed the BOI reporting requirement for entities formed under U.S. law (commonly referred to previously as “domestic reporting companies”).

As a result, entities created in the United States (including U.S domestic LLCs) and their beneficial owners are exempt from the FinCEN BOI filing requirement. The interim rule narrows the class of reporting companies to certain foreign entities that register to do business in the U.S. - Practical effect for 100% online U.S.

LLCs: If your LLC is a domestic/US-formed entity (formed by filing with a Secretary of State or similar office in a U.S. jurisdiction), you generally are not required to file a BOI report with FinCEN under the March 26, 2025 interim final rule. - Foreign entities that register in the U.S.: Non-U.S. entities that register (qualify) to do business in any U.S. state or tribal jurisdiction may still be “reporting companies” and must file BOI reports under the revised rule.

FinCEN set specific filing deadlines for these foreign reporting companies. - State-level variation: Some states and DC have (or are developing) their own beneficial-ownership disclosure regimes (New York’s LLC Transparency Act, DC’s regulations, and other state-level initiatives).

Many state laws were drafted to “piggyback” on the federal CTA definitions; because FinCEN narrowed federal scope, state requirements and timing differ. New York’s statute (the NY LLC TA) was enacted and effective January 1, 2026, but as implemented it also ends up applying primarily to foreign LLCs given the federal change (states may amend or provide their own definitions).

Other states (and DC) may require or have required disclosures at the state level. This means you must check the specific state(s) where your LLC is formed and where it is qualified to do business. - Key BOI definitions and reporting elements (as originally implemented and referenced by guidance): Reporting typically focused on individuals who (1) directly or indirectly own 25% or more of the ownership interests, or (2) exercise substantial control.

Required data fields historically included full legal name, date of birth, current address, and a certified U.S. ID or foreign passport number plus an image for each beneficial owner; company-level identifying information and company applicant information were also required.

Although domestic companies are exempt per the IFR, these definitions remain important for states or foreign-entity filings that still use the federal constructs. - Filing mechanism and administrative details: FinCEN established an e-filing system (BOI E-Filing System) and guidance (FAQs, key questions PDF, Small Entity Compliance Guide) explaining how to prepare reports, who is a company applicant, acceptable IDs, and document-image requirements. - Deadlines and penalties: FinCEN’s IFR and related materials set deadlines for foreign reporting companies to submit initial reports (with different deadlines depending on registration date).

There are civil and criminal penalties for willful failure to report or for filing false information under the BOI/CTA framework; state penalties may also apply under state statutes. Practical compliance checklist and recommended next steps for a 100% online US LLC owner/founder:

Summary of relevant findings (what a US, 100% online LLC owner/founder needs to know): - Federal position (FinCEN / Corporate Transparency Act): An interim final rule published by FinCEN on March 26, 2025 revised the definition of “reporting company” and removed the BOI reporting requirement for entities formed under U.S. law (commonly referred to previously as “domestic reporting companies”).

As a result, entities created in the United States (including U.S domestic LLCs) and their beneficial owners are exempt from the FinCEN BOI filing requirement. The interim rule narrows the class of reporting companies to certain foreign entities that register to do business in the U.S. - Practical effect for 100% online U.S.

LLCs: If your LLC is a domestic/US-formed entity (formed by filing with a Secretary of State or similar office in a U.S. jurisdiction), you generally are not required to file a BOI report with FinCEN under the March 26, 2025 interim final rule.

- State-level variation: Some states and DC have (or are developing) their own beneficial-ownership disclosure regimes (New York’s LLC Transparency Act, DC’s regulations, and other state-level initiatives).

Many state laws were drafted to “piggyback” on the federal CTA definitions; because FinCEN narrowed federal scope, state requirements and timing differ. New York’s statute (the NY LLC TA) was enacted and effective January 1, 2026, but as implemented it also ends up applying primarily to foreign LLCs given the federal change (states may amend or provide their own definitions).

Other states (and DC) may require or have required disclosures at the state level. This means you must check the specific state(s) where your LLC is formed and where it is qualified to do business. - Key BOI definitions and reporting elements (as originally implemented and referenced by guidance): Reporting typically focused on individuals who (1) directly or indirectly own 25% or more of the ownership interests, or (2) exercise substantial control.

Required data fields historically included full legal name, date of birth, current address, and a certified U.S. ID or foreign passport number plus an image for each beneficial owner; company-level identifying information and company applicant information were also required.

Although domestic companies are exempt per the IFR, these definitions remain important for states or foreign-entity filings that still use the federal constructs.

- Deadlines and penalties: FinCEN’s IFR and related materials set deadlines for foreign reporting companies to submit initial reports (with different deadlines depending on registration date). There are civil and criminal penalties for willful failure to report or for filing false information under the BOI/CTA framework; state penalties may also apply under state statutes.

Practical compliance checklist and recommended next steps for a 100% online US LLC owner/founder:

• Foreign entities that register in the U.S.: Non-U.S. entities that register (qualify) to do business in any U.S. state or tribal jurisdiction may still be “reporting companies” and must file BOI reports under the revised rule. FinCEN set specific filing deadlines for these foreign reporting companies.
• Filing mechanism and administrative details: FinCEN established an e-filing system (BOI E-Filing System) and guidance (FAQs, key questions PDF, Small Entity Compliance Guide) explaining how to prepare reports, who is a company applicant, acceptable IDs, and document-image requirements.

Confirm entity classification

Verify whether the LLC is a domestic (U.S.-formed) LLC or a foreign/non-U.S. entity registered in the U.S. If formed in a U.S. state, it is typically domestic.

If domestic (U.S.) LLC

Under the FinCEN March 26, 2025 interim final rule, you generally are not required to file BOI with FinCEN. Still: - Keep internal BOI records (owner names, ownership percentages, control documentation, IDs) and document the analysis supporting exemption — best practice for audits, banking, and due diligence requests. - Monitor state law changes — some states (or DC) may have or may adopt their own BOI or LLC transparency rules.

If foreign entity registered/qualified in the U.S.

Determine whether you are a “reporting company” under the FinCEN rule and, if so, file the required BOI report via FinCEN’s e-filing system by the applicable deadline.

For any reporting obligation (federal or state)

collect and verify required fields for each beneficial owner and company applicant (name, DOB, current address, identifying document number and issuing jurisdiction, and an image where required).

Address nominee/agent/registered-agent situations carefully

Do not assume a registered agent or nominee provides cover — beneficial owners and applicants (and the required identity information) may still need to be documented internally and provided where legally required for foreign filings or state registries.

Keep records and update promptly

If ownership or control changes, update any required filings or internal BOI records per the applicable rule and timeline.

Seek counsel for complicated situations

foreign owners, layered ownership, trusts, custodial arrangements, nominees, privacy concerns, and state-specific reporting regimes warrant legal advice tailored to your facts. Conclusion / final assessment: As of 2026-01-03, for a 100% online US LLC that is a domestic (U.S.-formed) entity, FinCEN’s 2025 interim final rule means there is generally no federal BOI filing obligation. However, state-level regimes (notably New York and DC among others) and obligations for foreign entities that register in the U.S. remain possible — and best practice still strongly favors maintaining accurate internal BOI records, doing owner/applicant verification for banking and vendor/KYC reasons, and consulting counsel if there is any uncertainty (foreign ownership, multi-jurisdictional presence, nominee arrangements).