BOI filings for LLCs entering new revenue categories

Analysis and key findings (what US LLC owners need to know when entering new revenue categories or adding business lines): A. Does a change in revenue category or new revenue stream automatically trigger a BOI filing? - FinCEN: Not automatically. Whether an LLC must file an initial or updated BOI report depends on whether the entity qualifies as a reporting company and whether the change affects any of the required information or exemption status. FinCEN notes that “an entity’s activities and revenue, along with other factors in some cases, can qualify it for one of those exemptions.” (FinCEN FAQs) - Practical trigger points: New filings or updates are required when (1) the entity’s previously reported information changes (for example, registering a new DBA/trade name), (2) there is a change in beneficial owners (including changes that cause a person to cross the 25% ownership threshold), (3) the company’s exemption status changes (e.g., it ceases to meet the large operating company exemption because revenue or employee counts change), or (4) other reportable company information changes (legal name, jurisdiction of formation, address, etc.). Revenue-category changes by themselves are not a required field on BOI reports, but they can create reportable changes if they produce any of the outcomes above. B. Timing: When must updates be filed? - Initial filing deadlines: Existing companies (created/registered before Jan 1, 2024) had initial filing deadlines by Jan 1, 2025. Companies created/registered between Jan 1, 2024 and Jan 1, 2025 generally had 90 days after actual or public notice of formation/registration to file; companies created/registered on or after Jan 1, 2025 must file within 30 days. (Small Entity Compliance Guide) - Updated/corrected reports: A reporting company must file an updated BOI report no later than 30 days after a change to required reported information or after learning of an inaccuracy. FinCEN provides a safe harbor from penalties for voluntary corrections made within 90 days of the original deadline. (BOI Guide; FAQs) C. What information must be updated / what’s in a BOI update? - Any change to the required information previously reported about the company or its beneficial owners must be updated. Examples include registering a new DBA, changes in beneficial owners (including death, sale, or crossing ownership thresholds), and changes to a beneficial owner’s name, address, or identifying document (including submitting an image of the new ID). (Small Entity Compliance Guide; FAQs) - Updated reports require submission of all required fields (i.e., the report is resubmitted in full including unchanged information). (FinCEN FAQs) - FinCEN does not require reporting of the type of ownership interest (so changes only to the type of interest do not trigger an update if the required reported information is unchanged). (FinCEN FAQs) D. Exemptions — when revenue matters - There are 23 exemptions under the Corporate Transparency Act/Reporting Rule. Of particular relevance: the “large operating company” exemption requires (i) more than 20 full-time U.S. employees, (ii) an operating presence at a physical U.S. office, and (iii) more than $5,000,000 in U.S. gross receipts or sales shown on a prior-year federal tax or information return. Changes in revenue that cause an entity to gain or lose exemption status will require an updated BOI report (usually within 30 days of the change). (FinCEN FAQs; BOI Guide) E. Domestic vs. foreign reporting company distinctions and state filings - Domestic: companies created by filing formation documents with a secretary of state (or similar office) are domestic reporting companies. Foreign reporting companies are those formed under foreign law and registered to do business in the U.S. by filing with a secretary of state. (FinCEN FAQs) - Registering to do business in another state generally does not require a new BOI filing if the entity already exists and has filed; an initial BOI report is required in connection with the company’s creation/registration only in the timeframes above. However, state-level initiatives (e.g., New York’s LLC Transparency Act and other proposed laws) may impose separate state-level BOI disclosure or filing obligations—companies should check state-specific requirements. (FinCEN FAQs; legal commentary) F. Penalties and enforcement - Willful failure to report complete or updated BOI, or willfully filing false BOI, may lead to civil penalties (statutory amount adjusted for inflation — example cited ~$591/day in guidance) and criminal penalties including imprisonment up to two years and/or fines up to $10,000. FinCEN encourages voluntary correction; corrections made within 90 days may avoid penalties. (BOI Guide; FAQs) G. Practical compliance checklist and recommended workflow for LLCs adding new revenue categories 1. Determine if the entity is a reporting company (was it formed/registered via filing with a secretary of state or similar office and is it not exempt?). 2. Assess whether the new revenue activity triggers any change to required BOI information: does it create a new DBA/trade name, change ownership (new investors), change who meets the 25% ownership threshold, or change exemption status (e.g., pushes revenue above $5M)? 3. If any required information changes, collect updated data for the BOI report: company identifying information, beneficial owners’ full legal names, DOBs, current addresses, unique identifying numbers and images of IDs (as applicable), and company applicant info if required. 4. Prepare to file an updated BOI report and submit within 30 days of the change (or sooner); if a change is discovered after the fact, correct within 30 days of learning, and use the 90-day safe harbor for voluntary corrections tied to original deadlines where applicable. 5. If relying on a third-party filer, notify and share updated information early enough to meet the 30-day deadline. 6. Keep internal records documenting the change and the date it occurred, the decision-making steps, and the BOI report filed (copy of submission). Ensure ID images and supporting documents are retained per internal policy. 7. Verify state-level obligations (some states may require additional filings or their own BOI databases) and update state filings where necessary. H. Quick guidance notes for US LLC founders/business owners - Changing a business’s revenue mix or NAICS code does not by itself appear in the BOI field list, but the practical question is whether that change creates any reportable change (new DBA, change in beneficial owners, crossing exemption thresholds). If yes, file an updated BOI report within 30 days. If in doubt, document the analysis and consult counsel or a compliance provider. - Updated BOI reports must be filed in full (all required fields), including previously reported information, and images for replaced ID documents when relevant. - Watch state developments: several states have considered or adopted transparency laws that create additional state BOI reporting obligations—confirm state-specific rules for your state(s) of formation/operation.