BOI compliance support for holding corporations

Current legal status (high level) - As of the March 26, 2025 interim final rule, FinCEN revised the definition of “reporting company” to include only entities that are formed under the law of a foreign country and that have registered to do business in the United States by filing a document with a secretary of state (i.e., foreign reporting companies).

FinCEN also exempted entities previously known as “domestic reporting companies” from BOI reporting under the CTA. In short: most U.S.-formed holding corporations (domestic entities) are no longer required to file BOI reports with FinCEN.

Practical consequences for holding corporations - Domestic holding corporations (formed under U.S. law)

Generally exempt from BOI filing under the IFR. If a domestic entity already filed a BOI report but later qualifies as newly exempt under the IFR, it should file an updated BOI report indicating newly exempt status (the update can be limited to identifying the entity and checking the exemption box). - Foreign holding corporations (formed under foreign law) that are registered to do business in any U.S. State or Tribal jurisdiction by filing with a secretary of state (i.e., foreign reporting companies): Still subject to BOI reporting unless they fall into one of the enumerated exemptions. Notably, the IFR also exempts reporting companies from having to report BOI of any U.S. persons; foreign reporting companies only need to report non-U.S. beneficial owners in certain circumstances per the IFR.

Deadlines and filing windows (IFR-effective dates) - For foreign reporting companies registered in the U.S. before March 26, 2025

initial BOI reports must be filed by April 25, 2025 (per FinCEN guidance tied to the IFR). - For foreign reporting companies registered on or after March 26, 2025: have 30 calendar days to file an initial BOI report after receiving notice that their registration is effective. - Note: FinCEN is accepting comments on the IFR and intends to issue a final rule; keep monitoring FinCEN regulatory updates. 4) What information is required (what a BOI report contains) - A BOI report generally requires: identifying information about the reporting company itself, identifying information for each beneficial owner (full legal name, date of birth, current address, and an identifying number and issuing jurisdiction such as passport or driver’s license; or a FinCEN identifier), and (for entities created/registered on or after Jan 1, 2024) information about company applicants. - Under the IFR revisions, foreign reporting companies will not be required to report U.S. persons as beneficial owners; consult the IFR and FAQs for how this applies to non-U.S. beneficial owners.

Filing system and process - File electronically via FinCEN’s BOI E-Filing System ( https

//boiefiling.fincen.gov/ ). Creating a FinCEN ID is optional but available.

Penalties and correction safe harbor - Willful failure to report, or willfully reporting false information, can lead to civil penalties (statutory up to $500/day, adjusted for inflation — FinCEN guidance provides current adjusted amounts) and criminal penalties (up to two years imprisonment and/or fines up to $10,000). FinCEN provides a safe harbor if an individual voluntarily corrects inaccurate information within 90 days of the deadline for the original report. 7) Practical compliance steps for U.S. holding corporations (recommended checklist) - Inventory your entity structure

list every legal entity (domestic and foreign), jurisdiction of formation, and whether each is registered to do business in any U.S. state (foreign qualification). - Classify each entity: domestic vs foreign reporting company under FinCEN’s revised definition, and whether any of the enumerated exemptions apply (FinCEN lists 23 exemptions in guidance). - If an entity is a foreign reporting company, identify beneficial owners (and whether they are U.S. persons or non-U.S. persons under the IFR), collect required identity documents and consent, and prepare to file within the applicable deadline. - If an entity is domestic and therefore exempt under the IFR, maintain internal BOI records and corporate KYC documentation (good corporate hygiene), and if you previously filed, file an updated report to indicate the newly exempt status when appropriate. - Coordinate filings across subsidiaries: each reporting company files its own BOI report when required; a special reporting rule may permit reporting a parent company’s name instead of beneficial owner information if the parent is an exempt entity and the beneficial owners only hold through the parent. - Keep monitoring FinCEN’s website and Federal Register for final rules, comments, and any change to the IFR. - Consult corporate counsel or compliance professionals for complex ownership chains, trusts, nominee arrangements, or cross-border structures.

State-specific considerations (general guidance for US states) - BOI/CTA reporting is federal; there is no state-level BOI filing equivalent created by the CTA. However

state filings (annual reports, foreign qualification filings, registered agent updates) remain separate obligations and may trigger foreign-reporting-company status (i.e., if a foreign holding company registers with a state secretary of state it may become a reporting company under FinCEN’s definition). Thus: check the state(s) where your foreign holding company is registered to do business to confirm whether that registration triggers BOI obligations.

Where to get authoritative, up-to-date information - FinCEN’s BOI pages, FAQs, Small Entity Compliance Guide, and the Federal Register IFR are the primary authoritative sources (links below). Use FinCEN’s BOI E-Filing system to submit reports. Caveat

The regulatory landscape changed materially with FinCEN’s March 26, 2025 IFR. Because FinCEN stated it intends to issue a final rule and will accept comments, and because enforcement practices and guidance can evolve, you should monitor FinCEN.gov and consult counsel for any entity-specific questions.