BOI compliance for nonprofits (when required)

BOI compliance for nonprofits (when required) Short answer — When are nonprofits required to file BOI with FinCEN? - Generally exempt: Organizations described in section 501(c) of the Internal Revenue Code that are exempt under section 501(a) (e.g., most 501(c)(3), 501(c)(4), etc.) are exempt from FinCEN BOI reporting. - When they must file: A nonprofit must report BOI if it does NOT qualify for one of the CTA/FinCEN exemptions — common trigger situations include: (a) the nonprofit has not yet received an IRS determination letter (pending application), (b) the nonprofit has had its tax-exempt status revoked (and the revocation is within the rule’s lookback period specified in the rule), (c) the entity is structured or controlled in a way that does not meet the exemption (e.g., not described in 501(c)/501(a), certain subsidiaries or joint ventures not wholly owned by exempt nonprofits), or (d) the organization is a reporting company because it was created by filing a document with a secretary of state and no exemption applies. 2) Deadlines and timing (historical rule vs. enforcement status): - Under the initial FinCEN rule: reporting timeframes varied by formation date (entities created before 2024 had to file by Jan 1, 2025; those formed in 2024 had 90 days; formed on/after Jan 1, 2025 had 30 days; updates historically required within 30 days of a change). - Enforcement/administrative updates: FinCEN and Treasury issued non-enforcement statements and rule adjustments in 2025 while litigation and interim rulemaking unfolded.

Several secretaries of state updated guidance to reflect federal rule changes. Because the enforcement and scope have been altered since the initial rule, organizations should check FinCEN’s BOI page and recent Treasury/Federal notices before assuming current operational deadlines.

Short answer — When are nonprofits required to file BOI with FinCEN? - Generally exempt: Organizations described in section 501(c) of the Internal Revenue Code that are exempt under section 501(a) (e.g., most 501(c)(3), 501(c)(4), etc.) are exempt from FinCEN BOI reporting. - When they must file: A nonprofit must report BOI if it does NOT qualify for one of the CTA/FinCEN exemptions — common trigger situations include: (a) the nonprofit has not yet received an IRS determination letter (pending application), (b) the nonprofit has had its tax-exempt status revoked (and the revocation is within the rule’s lookback period specified in the rule), (c) the entity is structured or controlled in a way that does not meet the exemption (e.g., not described in 501(c)/501(a), certain subsidiaries or joint ventures not wholly owned by exempt nonprofits), or (d) the organization is a reporting company because it was created by filing a document with a secretary of state and no exemption applies. 2) Deadlines and timing (historical rule vs. enforcement status): - Under the initial FinCEN rule: reporting timeframes varied by formation date (entities created before 2024 had to file by Jan 1, 2025; those formed in 2024 had 90 days; formed on/after Jan 1, 2025 had 30 days; updates historically required within 30 days of a change). - Enforcement/administrative updates: FinCEN and Treasury issued non-enforcement statements and rule adjustments in 2025 while litigation and interim rulemaking unfolded.

Several secretaries of state updated guidance to reflect federal rule changes. Because the enforcement and scope have been altered since the initial rule, organizations should check FinCEN’s BOI page and recent Treasury/Federal notices before assuming current operational deadlines.

What information is/was required (if you must file) - Company identifying information (legal name, trade names, principal address, jurisdiction of formation, EIN/ITIN if available). - For each individual beneficial owner: full name, date of birth, residential address, ID number and issuing jurisdiction (driver’s license, passport, state ID), and an image of the ID.

FinCEN also offers a FinCEN Identifier option to avoid sharing full BOI directly. State-level considerations - Most BOI reporting is federal to FinCEN.

Many state SOS offices (e.g., Colorado, Massachusetts) have published explanatory pages telling filers to submit BOI reports to FinCEN, not to the SOS. - Some states and DC have their own beneficial ownership disclosure requirements or filing formats (or had pre-existing BOI-type requirements).

Check the Secretary of State where your entity is formed/registered for any additional state-level requirements or disclosures. Practical compliance steps for US business owners / LLC founders / nonprofit founders - Verify tax-exempt status: confirm you have a current IRS determination letter under 501(a)/501(c) (or other qualifying code section).

Keep a copy accessible. - If status is pending/received after formation: know that a nonprofit with a pending 501(c) application may need to file until the determination is issued; newly formed nonprofits should plan for potential initial filing unless/until they obtain exemption. - If your nonprofit lost exemption: determine whether the revocation falls inside the rule’s lookback period (and file if required); consider prompt remedial steps (e.g., filing returns) if appropriate. - Determine reporting-company status: any entity formed by filing public formation documents (corporation, LLC, etc.) is potentially a reporting company unless exempt. - Assemble BOI data: collect names, DOBs, addresses, ID numbers and ID images for persons with substantial control or 25%+ ownership equivalents, plus company identifiers and EIN.

Consider obtaining FinCEN Identifiers to simplify future reporting for individual beneficial owners. - Create policies and a compliance calendar: monitor changes, set reminders for update filings (30-day update windows historically), and log decisions and legal advice. - Check both FinCEN and your state SOS guidance regularly and consult an attorney or compliance advisor before declining to file based on expectation of exemption. 6) Penalties and risk management: - Willful violations historically carried civil and criminal penalties (daily fines and potential criminal exposure).

However, enforcement posture and rules shifted in 2025; organizations should not assume immunity—document your basis for non-filing and obtain professional advice. 7) Bottom line for newsletter readers (one-paragraph summary): Most nonprofits with an IRS 501(c)/501(a) determination are exempt from BOI reporting to FinCEN.

But exemptions are not automatic: nonprofits without an IRS determination, those that have lost exemption, certain subsidiaries, recently formed nonprofits awaiting IRS determinations, and other edge cases can still be required to file.

Because FinCEN rules, court challenges, and federal adjustments have changed enforcement and timing since the original rule, nonprofits and LLC founders should confirm current FinCEN guidance, check state SOS notices, document their position, and consult counsel before concluding they do not need to report.

Recommended immediate actions for your readers: - Confirm IRS determination letter or exemption status. - Review entity formation structure and ownership/control to see whether 25%/substantial-control tests could capture individuals as beneficial owners. - If status is pending or recently revoked, treat the organization as likely reportable until you confirm otherwise. - Monitor FinCEN.gov/boi and your state Secretary of State page and retain legal counsel for borderline cases.

BOI compliance for nonprofits (when required) Short answer — When are nonprofits required to file BOI with FinCEN? - Generally exempt: Organizations described in section 501(c) of the Internal Revenue Code that are exempt under section 501(a) (e.g., most 501(c)(3), 501(c)(4), etc.) are exempt from FinCEN BOI reporting. - When they must file: A nonprofit must report BOI if it does NOT qualify for one of the CTA/FinCEN exemptions — common trigger situations include: (a) the nonprofit has not yet received an IRS determination letter (pending application), (b) the nonprofit has had its tax-exempt status revoked (and the revocation is within the rule’s lookback period specified in the rule), (c) the entity is structured or controlled in a way that does not meet the exemption (e.g., not described in 501(c)/501(a), certain subsidiaries or joint ventures not wholly owned by exempt nonprofits), or (d) the organization is a reporting company because it was created by filing a document with a secretary of state and no exemption applies. 2) Deadlines and timing (historical rule vs. enforcement status): - Under the initial FinCEN rule: reporting timeframes varied by formation date (entities created before 2024 had to file by Jan 1, 2025; those formed in 2024 had 90 days; formed on/after Jan 1, 2025 had 30 days; updates historically required within 30 days of a change). - Enforcement/administrative updates: FinCEN and Treasury issued non-enforcement statements and rule adjustments in 2025 while litigation and interim rulemaking unfolded.

Several secretaries of state updated guidance to reflect federal rule changes. Because the enforcement and scope have been altered since the initial rule, organizations should check FinCEN’s BOI page and recent Treasury/Federal notices before assuming current operational deadlines.

Short answer — When are nonprofits required to file BOI with FinCEN? - Generally exempt: Organizations described in section 501(c) of the Internal Revenue Code that are exempt under section 501(a) (e.g., most 501(c)(3), 501(c)(4), etc.) are exempt from FinCEN BOI reporting. - When they must file: A nonprofit must report BOI if it does NOT qualify for one of the CTA/FinCEN exemptions — common trigger situations include: (a) the nonprofit has not yet received an IRS determination letter (pending application), (b) the nonprofit has had its tax-exempt status revoked (and the revocation is within the rule’s lookback period specified in the rule), (c) the entity is structured or controlled in a way that does not meet the exemption (e.g., not described in 501(c)/501(a), certain subsidiaries or joint ventures not wholly owned by exempt nonprofits), or (d) the organization is a reporting company because it was created by filing a document with a secretary of state and no exemption applies. 2) Deadlines and timing (historical rule vs. enforcement status): - Under the initial FinCEN rule: reporting timeframes varied by formation date (entities created before 2024 had to file by Jan 1, 2025; those formed in 2024 had 90 days; formed on/after Jan 1, 2025 had 30 days; updates historically required within 30 days of a change). - Enforcement/administrative updates: FinCEN and Treasury issued non-enforcement statements and rule adjustments in 2025 while litigation and interim rulemaking unfolded.

Several secretaries of state updated guidance to reflect federal rule changes. Because the enforcement and scope have been altered since the initial rule, organizations should check FinCEN’s BOI page and recent Treasury/Federal notices before assuming current operational deadlines.

What information is/was required (if you must file)

- Verify tax-exempt status: confirm you have a current IRS determination letter under 501(a)/501(c) (or other qualifying code section). Keep a copy accessible. - If status is pending/received after formation: know that a nonprofit with a pending 501(c) application may need to file until the determination is issued; newly formed nonprofits should plan for potential initial filing unless/until they obtain exemption.

- Assemble BOI data: collect names, DOBs, addresses, ID numbers and ID images for persons with substantial control or 25%+ ownership equivalents, plus company identifiers and EIN. Consider obtaining FinCEN Identifiers to simplify future reporting for individual beneficial owners. - Create policies and a compliance calendar: monitor changes, set reminders for update filings (30-day update windows historically), and log decisions and legal advice.

6) Penalties and risk management: - Willful violations historically carried civil and criminal penalties (daily fines and potential criminal exposure). However, enforcement posture and rules shifted in 2025; organizations should not assume immunity—document your basis for non-filing and obtain professional advice. 7) Bottom line for newsletter readers (one-paragraph summary): Most nonprofits with an IRS 501(c)/501(a) determination are exempt from BOI reporting to FinCEN.

But exemptions are not automatic: nonprofits without an IRS determination, those that have lost exemption, certain subsidiaries, recently formed nonprofits awaiting IRS determinations, and other edge cases can still be required to file.

Because FinCEN rules, court challenges, and federal adjustments have changed enforcement and timing since the original rule, nonprofits and LLC founders should confirm current FinCEN guidance, check state SOS notices, document their position, and consult counsel before concluding they do not need to report.

Recommended immediate actions for your readers:

- Review entity formation structure and ownership/control to see whether 25%/substantial-control tests could capture individuals as beneficial owners.

• Company identifying information (legal name, trade names, principal address, jurisdiction of formation, EIN/ITIN if available).
• For each individual beneficial owner: full name, date of birth, residential address, ID number and issuing jurisdiction (driver’s license, passport, state ID), and an image of the ID. FinCEN also offers a FinCEN Identifier option to avoid sharing full BOI directly. State-level considerations
• Most BOI reporting is federal to FinCEN. Many state SOS offices (e.g., Colorado, Massachusetts) have published explanatory pages telling filers to submit BOI reports to FinCEN, not to the SOS.
• Some states and DC have their own beneficial ownership disclosure requirements or filing formats (or had pre-existing BOI-type requirements). Check the Secretary of State where your entity is formed/registered for any additional state-level requirements or disclosures. Practical compliance steps for US business owners / LLC founders / nonprofit founders
• If your nonprofit lost exemption: determine whether the revocation falls inside the rule’s lookback period (and file if required); consider prompt remedial steps (e.g., filing returns) if appropriate.
• Determine reporting-company status: any entity formed by filing public formation documents (corporation, LLC, etc.) is potentially a reporting company unless exempt.
• Check both FinCEN and your state SOS guidance regularly and consult an attorney or compliance advisor before declining to file based on expectation of exemption.
• Confirm IRS determination letter or exemption status.
• If status is pending or recently revoked, treat the organization as likely reportable until you confirm otherwise.
• Monitor FinCEN.gov/boi and your state Secretary of State page and retain legal counsel for borderline cases.