One of the most searched compliance terms in Delaware & Wyoming

Summary of analysis and key findings (concise, actionable) 1) Primary compliance item: Beneficial Ownership Information (BOI / Corporate Transparency Act) - BOI reporting is a major, heavily searched compliance topic for business owners in both Delaware and Wyoming because the federal CTA (administered by FinCEN) requires many small and medium entities to submit beneficial-owner data to FinCEN.

The federal rule became effective January 1, 2024; initial-filing windows and enforcement dates have shifted because of litigation and administrative updates, creating ongoing confusion for business owners. - Reporting timelines (high level): FinCEN’s rule established that existing reporting companies created/registered before Jan 1, 2024 had a year to file; those created/registered on/after Jan 1, 2024 generally had 90 days to file initial reports; once filed, updates are required within 30 days of a reportable change.

Litigation and administrative developments caused deadline adjustments and temporary enforcement changes (see Wyoming SOS summary below and FinCEN guidance for the current live deadline and portal instructions). - Practical guidance: Determine whether your entity is a "reporting company" under the CTA (use FinCEN guidance); collect required beneficial-owner data (full legal name, DOB, address, unique identifying number and issuing jurisdiction, and an identifying image of the document); file through the FinCEN BOI portal; set internal processes to update BOI within 30 days after changes; document your analysis and filing decisions. - Penalties: Civil and criminal penalties are possible for willful failure to report (third-party guidance has noted civil fines up to hundreds of dollars per day for non-compliance), so timely filing or confirming an exemption is important.

Summary of analysis and key findings (concise, actionable) 1) Primary compliance item: Beneficial Ownership Information (BOI / Corporate Transparency Act) - BOI reporting is a major, heavily searched compliance topic for business owners in both Delaware and Wyoming because the federal CTA (administered by FinCEN) requires many small and medium entities to submit beneficial-owner data to FinCEN.

The federal rule became effective January 1, 2024; initial-filing windows and enforcement dates have shifted because of litigation and administrative updates, creating ongoing confusion for business owners. - Reporting timelines (high level): FinCEN’s rule established that existing reporting companies created/registered before Jan 1, 2024 had a year to file; those created/registered on/after Jan 1, 2024 generally had 90 days to file initial reports; once filed, updates are required within 30 days of a reportable change.

Litigation and administrative developments caused deadline adjustments and temporary enforcement changes (see Wyoming SOS summary below and FinCEN guidance for the current live deadline and portal instructions). - Practical guidance: Determine whether your entity is a "reporting company" under the CTA (use FinCEN guidance); collect required beneficial-owner data (full legal name, DOB, address, unique identifying number and issuing jurisdiction, and an identifying image of the document); file through the FinCEN BOI portal; set internal processes to update BOI within 30 days after changes; document your analysis and filing decisions.

• Penalties: Civil and criminal penalties are possible for willful failure to report (third-party guidance has noted civil fines up to hundreds of dollars per day for non-compliance), so timely filing or confirming an exemption is important.

Delaware—state compliance highlights (what matters to LLC founders and corporate owners) - Delaware remains a frequent search because of its franchise tax and annual report obligations (higher cost complexity for corporations in particular). Delaware entities must maintain a registered agent in Delaware and pay franchise taxes / file required annual reports or risk penalties, interest, and possible loss of good standing or administrative dissolution. - Practical guidance

For Delaware entities, confirm required annual report and franchise tax filing dates for your entity class; calculate franchise tax carefully (corporations often use either the authorized shares or the assumed-par value method); maintain an in-state registered agent and current contact information; pay taxes and file on time or use a compliance service to avoid missed deadlines.

Wyoming—state compliance highlights (what matters to LLC founders and corporate owners) - Wyoming is frequently searched for its low-cost, privacy-friendly maintenance (annual report filing and small annual fees/license tax). Wyoming’s Secretary of State has posted BOI/CTA guidance explaining the federal rule and how federal timelines changed during litigation and administrative updates while emphasizing that Wyoming’s state filing requirements are unchanged. - Practical guidance

Wyoming entities should file the required Wyoming annual report by their anniversary month and pay the low annual license tax (consult the state portal for the exact minimum and calculation method), maintain a registered agent in Wyoming, and ensure BOI compliance with FinCEN if the entity meets reporting-company criteria.

State vs. federal

coordination and next steps - BOI is federal (FinCEN); state offices (Delaware, Wyoming) provide guidance but do not replace FinCEN filings. Business owners must comply with both state-level maintenance (annual reports, franchise/license taxes, registered agent) and federal BOI reporting when applicable. - Recommended immediate checklist for a US business owner / LLC founder in Delaware or Wyoming:

Determine whether your entity is a FinCEN reporting company (review exemptions and small-business exceptions).

If reporting, collect required beneficial-owner details and file via the FinCEN BOI portal before the applicable deadline; set reminders to update within 30 days of changes.

Confirm state obligations

Delaware—calculate & pay franchise tax and file annual report; Wyoming—file annual report and pay the license/annual fee; maintain registered agent in each state of formation/foreign qualification.

If you operate in more than one state, ensure foreign qualification and multi-state filings are current.

Keep records of all filings and the rationale for any exemptions.