The Financial Crimes Enforcement Network (FinCEN), a bureau of the U.S. Department of the Treasury, has issued updated compliance guidance regarding Beneficial Ownership Information (BOI) reporting requirements under the Corporate Transparency Act (CTA) for international founders and non-resident entity managers.
1. The 30-Day and 90-Day Filing Windows
Under updated federal guidelines, reporting companies created or registered to do business in the United States must submit their initial BOI reports according to their date of official state formation:
- Entities Formed During Calendar Year 2024: Granted a 90-calendar-day window from the date of state notice of creation.
- Entities Formed On or After January 1, 2025: Required to file their initial BOI report within strictly 30 calendar days of receiving actual or public notice of entity creation from the secretary of state.
- Entities Created Prior to January 1, 2024: Must have submitted their baseline report before the statutory cutoff date.
2. Beneficial Ownership Identification Criteria for Foreign Founders
FinCEN defines a beneficial owner as any individual who, directly or indirectly, either exercises substantial control over the reporting company or owns or controls at least 25 percent of the ownership interests. For foreign-owned single-member LLCs, this universally identifies the non-resident owner.
Foreign individuals who do not possess a U.S. Social Security Number or ITIN must provide:
- Full legal name and date of birth.
- Complete foreign residential street address (P.O. boxes and commercial registered agent addresses are legally prohibited).
- A legible, unexpired color image of their official foreign passport.
3. Statutory Penalties for Non-Compliance
The willful failure to report complete or updated beneficial ownership information, or the willful provision of false information, carries severe statutory penalties under 31 U.S.C. § 5336:
- Civil Penalties: Up to $591 per day (adjusted annually for inflation) for each day that the violation continues without remediation.
- Criminal Penalties: Fines of up to $10,000, imprisonment for up to two years, or both.
FoxyCorp’s legal compliance desk advises all international founders to secure an authenticated FinCEN Identifier upon initial filing to streamline future corporate maintenance.