BOI compliance requirement updates for founders

I conducted parallel searches of authoritative federal sources (FinCEN pages and the Federal Register) plus reputable firm summaries to collect up-to-date BOI (Beneficial Ownership Information) reporting changes and practical implications for founders and US LLC owners as of 2026-01-03. Key findings, implications, and recommended next steps are summarized below. Summary of key findings - Major rule change (Interim Final Rule, March 2025): FinCEN issued an interim final rule in March 2025 that revised the definition of “reporting company” so that only foreign entities formed under a foreign jurisdiction and registered to do business in a U.S. State or Tribal jurisdiction remain subject to BOI reporting. FinCEN exempted entities formed in the United States (previously referred to as “domestic reporting companies”) and U.S. persons from BOI reporting under the CTA. (See FinCEN pages and Federal Register.) - Deadlines for foreign reporting companies: Under the interim final rule, foreign reporting companies that were registered to do business in the U.S. before March 26, 2025, were required to file BOI reports by April 25, 2025; foreign reporting companies that register on or after March 26, 2025, must file an initial BOI report within 30 calendar days after receiving notice their registration is effective. (See FinCEN and Federal Register excerpts.) - Scope and content of reports (unchanged in principle): BOI reports identify the reporting company and the individuals who are beneficial owners (natural persons) and, in some cases, company applicants; required data fields include full legal name, DOB, current address, and an identifying number (e.g., passport/driver’s license) with image where applicable. FinCEN maintains the BOI e-filing system for submissions. (FinCEN guidance and firm summaries.) - Exemptions and access: FinCEN’s prior list of statutory exemptions continues to be relevant for entities that might still be reporting companies; access to BOI remains restricted to authorized users (law enforcement, certain government agencies, and, in limited circumstances, financial institutions). (FinCEN FAQs.) - Penalties and enforcement: FinCEN’s materials and agency announcements emphasized that criminal and civil penalties remain part of the statute for willful violations (civil penalty up to $500 per day (adjusted for inflation), criminal penalties up to 2 years imprisonment and fines up to $10,000). After the March 2025 actions, Treasury/FinCEN announced they would not enforce BOI reporting against U.S. domestic companies/U.S. persons; enforcement focus moved to foreign reporting companies. (FinCEN FAQs and firm commentary.) - Fraud & scams: FinCEN has warned about fraudulent schemes soliciting BOI; founders should only file via the official BOI e-Filing portal and beware third-party solicitations. (FinCEN alert.) State-specific note for US founders and LLCs - Because FinCEN’s March 2025 interim final rule exempts domestic (U.S.-formed) entities from BOI reporting to FinCEN, founders of U.S. domestic LLCs and corporations currently do not need to submit BOI reports to FinCEN under the CTA. That federal exemption means there is no new, uniform federal BOI filing requirement for domestic entities as of the interim rule. - State filings still matter: Founders must remain compliant with state-level formation and maintenance obligations (formation/registration, annual reports, franchise taxes, registered agent requirements). FinCEN’s federal change does not remove those state duties. If founders are foreign-owned or are foreign entities registered in a U.S. state, they may still face FinCEN BOI obligations. - Limited state-level BOI regimes: My searches did not identify a widespread set of state-level BOI filing requirements that replicate FinCEN’s BOI regime as of 2026-01-03; founders should nonetheless check their State Secretary of State pages and state procurement/contracting rules (some government contracts or state-level procurement registrations can require ownership disclosures). If you need state-specific language for particular states (e.g., Delaware, California, New York, Texas, Florida), I can fetch official state SOS guidance and cite exact text. Practical guidance and recommended next steps for founders (US domestic LLCs/corps and foreign entities registered in the US) 1. Determine whether your entity is a “reporting company” under the current FinCEN rule: Is the entity formed under a foreign country’s law and registered to do business in a U.S. State or Tribal jurisdiction? If yes, it likely remains a FinCEN reporting company and must file BOI. If the entity was formed in the U.S., it is currently exempt from FinCEN BOI reporting under the March 2025 IFR. 2. If you are a foreign reporting company (formed abroad but registered in the U.S.): - If registration occurred before March 26, 2025, ensure an initial BOI report was filed (deadline April 25, 2025 under the IFR). If not filed, consult counsel immediately; penalties can apply to willful violations. - If registration occurred on/after March 26, 2025, file an initial BOI report within 30 calendar days after receiving notice that the registration is effective. - Gather required data: reporting company identifiers, and beneficial owner info (note: under the IFR U.S. persons are not required to be reported as beneficial owners of such foreign reporting companies). - File via FinCEN’s BOI E-Filing System (boiefiling.fincen.gov). 3. For U.S. domestic founders (LLCs, corps): - No BOI filing to FinCEN required under the March 2025 interim final rule, but maintain an internal beneficial-ownership register and processes to collect and update owner information in case the regulatory landscape changes or the rule is finalized differently. - Continue routine compliance with state filings, tax registrations, annual reports, K-1s, employer filings, and contract-related ownership disclosures (e.g., state procurement). - Beware of fraudulent solicitations claiming to be from FinCEN; only use the official e-filing portal. 4. Documentation and governance: Implement an internal owner-data collection workflow (who qualifies as beneficial owner, sample data checklist: full name, DOB, address, ID number and issuing jurisdiction, copy of ID where required) and an update cadence (30 days for reportable changes where applicable to reporting companies). Keep secure records and restricted access to sensitive owner data. 5. Seek professional advice: Because the IFR was issued as an interim final rule and litigation and further rulemaking remain possible, consult corporate counsel or experienced compliance counsel to confirm obligations, and tax/financial advisors for record-keeping and identity verification procedures. Accounting and law firms have published guidance and checklists that can help operationalize filings. Limitations and recommended follow-ups - I focused on federal authoritative sources and well-regarded firm summaries (FinCEN, Federal Register, FinCEN FAQs, Baker Tilly, Moody’s). I did a targeted state-level search and did not find a broad set of state BOI regimes duplicating FinCEN’s requirements; however, some states or state procurement processes may require ownership disclosures for specific purposes. If you want state-specific guidance for particular states (e.g., Delaware, California, New York, Texas, Florida), I can fetch and extract the relevant Secretary of State pages and procurement rules and incorporate exact state instructions and links. Next step - I have completed the research. If you want, I can now: (A) draft the comprehensive blog post and newsletter content tailored to founders/LLC owners (including an executive summary, bullets for action items, state-specific sidebars if you pick states to include), or (B) perform targeted state-by-state research and then draft the content. Tell me which you prefer.