Beneficial Ownership Information (BOI) Client Letter and Checklist Pack
BENEFICIAL OWNERSHIP INFORMATION (BOI)
CLIENT LETTER AND CHECKLIST PACK
Corporate Transparency Act Compliance
TABLE OF CONTENTS
Part 1: Client Advisory Letter
Part 2: Current Status Update — March 2025 Interim Final Rule
Part 3: Statutory Background and Key Definitions
Part 4: Exemption Analysis Checklist (23 Exemptions)
Part 5: Beneficial Owner Identification Worksheet
Part 6: Company Applicant Identification Worksheet (Foreign Entities)
Part 7: Required Information Collection Form
Part 8: Filing and Engagement Instructions
Part 9: Change Monitoring and Update Obligations
Part 10: Penalties Summary
Part 11: Internal Workflow Guide for Law Firms
Part 12: Frequently Asked Questions for Clients
Part 13: Practice Tips
Part 14: Sources and References
PART 1 — CLIENT ADVISORY LETTER
[LAW FIRM LETTERHEAD]
[__/__/____]
[CLIENT CONTACT NAME]
[CLIENT TITLE]
[CLIENT ENTITY NAME]
[CLIENT ADDRESS]
Re: Beneficial Ownership Information Reporting Under the Corporate Transparency Act — Current Status and Obligations
Dear [CLIENT CONTACT NAME]:
We are writing to provide an important update regarding beneficial ownership information ("BOI") reporting requirements under the Corporate Transparency Act ("CTA"), codified at 31 U.S.C. 5336.
Background
The CTA was enacted as part of the Anti-Money Laundering Act of 2020 to combat the use of anonymous shell companies for money laundering, tax evasion, terrorism financing, and other illicit purposes. The law originally required most U.S. and foreign entities to report information about their beneficial owners to the Financial Crimes Enforcement Network ("FinCEN").
Critical Update — March 2025 Interim Final Rule
On March 21, 2025, FinCEN issued an interim final rule (published March 26, 2025) that fundamentally changed the scope of BOI reporting requirements. Under this interim final rule:
- All entities created in the United States — including those previously classified as "domestic reporting companies" — are now exempt from BOI reporting requirements.
- All U.S. persons are exempt from BOI reporting requirements, regardless of their ownership or control of any entity.
- The definition of "reporting company" has been revised to include only entities formed under the law of a foreign country that have registered to do business in any U.S. state or tribal jurisdiction by filing a document with a secretary of state or similar office.
- Foreign reporting companies registered to do business in the United States before March 26, 2025, must file initial BOI reports by April 25, 2025.
- Foreign reporting companies registered on or after March 26, 2025, must file within 30 calendar days of the earlier of receiving actual notice of registration or public notice from the secretary of state.
- Foreign reporting companies are not required to report any U.S. persons as beneficial owners.
What This Means for Your Entity
Based on our review, [CLIENT ENTITY NAME] is:
☐ A domestic entity (formed in the United States): Under the March 2025 interim final rule, your entity is exempt from BOI reporting. No filing is required at this time. However, we recommend monitoring for FinCEN's final rule, which may modify these requirements.
☐ A foreign entity registered to do business in the United States: Your entity may be a reporting company under the revised rule. Please complete the enclosed checklist and return it to our office by [__/__/____] so we can assess your filing obligations and prepare the report if required.
☐ Exempt under one of the 23 statutory exemptions: Your entity appears to qualify for an exemption under 31 U.S.C. 5336(a)(11). See the enclosed exemption analysis for details.
☐ Status requires further analysis: We need additional information to determine your entity's reporting obligations. Please complete the enclosed forms and contact our office.
Important Caveat
The March 2025 interim final rule has not yet been finalized. FinCEN was expected to issue a final rule by late 2025, but as of the date of this letter, the final rule has not been published. Additionally, the CTA has been the subject of significant litigation, including:
- A nationwide injunction issued by the U.S. District Court for the Eastern District of Texas in Texas Top Cop Shop, Inc. v. Garland (December 2024)
- The U.S. Supreme Court's stay of that injunction (January 2025)
- The Eleventh Circuit's reversal of a Northern District of Alabama ruling, holding the CTA constitutional (National Small Business United v. Yellen, December 2025)
We will continue to monitor developments and advise you of any changes that may affect your obligations.
Action Items
☐ Review this letter and the enclosed materials
☐ Complete and return the applicable checklist(s) by [__/__/____]
☐ Contact our office with any questions at [________________________________]
Please do not hesitate to contact us if you have questions about how these requirements apply to your specific situation.
Sincerely,
[________________________________]
[ATTORNEY NAME]
[TITLE]
[LAW FIRM NAME]
[ADDRESS]
[PHONE]
[EMAIL]
[BAR ADMISSIONS]
PART 2 — CURRENT STATUS UPDATE (MARCH 2025 INTERIM FINAL RULE)
Important: This section summarizes the status of the CTA as of the date of this template. Attorneys must independently verify the current status before advising clients.
Timeline of Key Events
| Date | Event |
|---|---|
| January 1, 2021 | CTA enacted as part of the National Defense Authorization Act for Fiscal Year 2021 |
| September 30, 2022 | FinCEN published final BOI reporting rule (31 CFR 1010.380) |
| January 1, 2024 | BOI reporting requirements became effective |
| January 1, 2025 | Original deadline for existing domestic entities to file initial BOI reports |
| December 2024 | Nationwide injunction issued by E.D. Texas (Texas Top Cop Shop); FinCEN paused enforcement |
| January 2025 | U.S. Supreme Court stayed the injunction; Fifth Circuit reinstated stay; FinCEN extended deadlines |
| February 2025 | FinCEN announced it would not impose fines or penalties and intended to revise the reporting rule |
| March 21, 2025 | FinCEN issued interim final rule exempting all domestic entities and U.S. persons |
| March 26, 2025 | Interim final rule published in the Federal Register (effective immediately) |
| April 25, 2025 | Deadline for foreign reporting companies registered before March 26, 2025 |
| December 16, 2025 | Eleventh Circuit held CTA constitutional (National Small Business United v. Yellen) |
| 2026 (expected) | FinCEN final rule expected |
Current Requirements Summary
| Entity Type | Filing Required? | Deadline |
|---|---|---|
| Domestic companies (formed in the U.S.) | No (exempt under interim final rule) | N/A |
| U.S. persons (as beneficial owners) | No (exempt under interim final rule) | N/A |
| Foreign companies registered before March 26, 2025 | Yes | April 25, 2025 |
| Foreign companies registered on/after March 26, 2025 | Yes | 30 days from registration notice |
| Exempt entities (23 categories) | No | N/A |
PART 3 — STATUTORY BACKGROUND AND KEY DEFINITIONS
3.1 Statutory Framework
The Corporate Transparency Act is codified at 31 U.S.C. 5336. FinCEN's implementing regulations are at 31 CFR 1010.380. The CTA was enacted to require disclosure of beneficial ownership information for certain entities to combat the misuse of legal entities for illicit purposes.
3.2 Key Definitions
Reporting Company (as revised by March 2025 interim final rule):
An entity formed under the law of a foreign country that has registered to do business in any U.S. state or tribal jurisdiction by the filing of a document with a secretary of state or similar office.
Note: Prior to the March 2025 interim final rule, "reporting company" also included domestic entities (corporations, LLCs, and similar entities created by filing with a secretary of state or similar office). Domestic entities are now exempt.
Beneficial Owner (31 U.S.C. 5336(a)(3)):
An individual who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise:
- Exercises substantial control over the entity; or
- Owns or controls not less than 25 percent of the ownership interests of the entity
Substantial Control includes individuals who:
☐ Serve as a senior officer (president, CEO, CFO, COO, general counsel, or similar)
☐ Have authority to appoint or remove senior officers or a majority of the board
☐ Direct, determine, or have substantial influence over important decisions (including business strategy, major transactions, amendments to governing documents, compensation, contracts worth more than $50,000, and dissolution)
Company Applicant (31 U.S.C. 5336(a)(2)):
For entities formed on or after January 1, 2024:
- The individual who directly files the document creating or registering the entity; and
- The individual primarily responsible for directing or controlling the filing, if different from the direct filer
Note: Under the interim final rule, company applicant reporting is only required for foreign reporting companies.
Exempt Company: An entity that falls within one of the 23 exemption categories listed in 31 U.S.C. 5336(a)(11). See Part 4 below.
PART 4 — EXEMPTION ANALYSIS CHECKLIST (23 EXEMPTIONS)
Instructions: Review each exemption category below. Check any that may apply to the client entity. Even though domestic entities are currently exempt under the interim final rule, this analysis may be relevant if FinCEN's final rule modifies the domestic exemption.
| # | Exemption Category | Description | Applies? |
|---|---|---|---|
| 1 | Securities reporting issuer | Entity that is an issuer of securities registered under Section 12 of the Securities Exchange Act of 1934, or required to file reports under Section 15(d) | ☐ Yes ☐ No |
| 2 | Governmental authority | Federal, state, local, tribal, or foreign governmental entity | ☐ Yes ☐ No |
| 3 | Bank | As defined in 31 U.S.C. 5312(a)(2) | ☐ Yes ☐ No |
| 4 | Credit union | Federal or state credit union | ☐ Yes ☐ No |
| 5 | Depository institution holding company | Bank holding company or savings and loan holding company | ☐ Yes ☐ No |
| 6 | Money services business | Registered MSB under 31 U.S.C. 5330 | ☐ Yes ☐ No |
| 7 | Broker or dealer | Registered under Section 15 of the Securities Exchange Act | ☐ Yes ☐ No |
| 8 | Securities exchange or clearing agency | Registered under Sections 6 or 17A of the Securities Exchange Act | ☐ Yes ☐ No |
| 9 | Other Exchange Act registered entity | Any entity registered under the Securities Exchange Act | ☐ Yes ☐ No |
| 10 | Investment company or investment adviser | Registered under the Investment Company Act of 1940 or Investment Advisers Act of 1940 | ☐ Yes ☐ No |
| 11 | Venture capital fund adviser | Investment adviser that solely advises venture capital funds as defined under 17 CFR 275.203(l)-1 | ☐ Yes ☐ No |
| 12 | Insurance company | As defined in Section 2 of the Investment Company Act of 1940 | ☐ Yes ☐ No |
| 13 | State-licensed insurance producer | Licensed, authorized, or registered under the laws of a state as an insurance producer | ☐ Yes ☐ No |
| 14 | Commodity Exchange Act registered entity | Registered under the Commodity Exchange Act | ☐ Yes ☐ No |
| 15 | Accounting firm | Public accounting firm registered under Section 102 of SOX | ☐ Yes ☐ No |
| 16 | Public utility | As defined in 26 U.S.C. 7701(a)(33) | ☐ Yes ☐ No |
| 17 | Financial market utility | Designated as systemically important under Title VIII of Dodd-Frank | ☐ Yes ☐ No |
| 18 | Pooled investment vehicle | Any entity operated or advised by a registered investment company, investment adviser, or venture capital fund adviser | ☐ Yes ☐ No |
| 19 | Tax-exempt entity | Organization described in 26 U.S.C. 501(c), political organization under 527(a), or charitable trust under 4947(a)(2) | ☐ Yes ☐ No |
| 20 | Entity assisting a tax-exempt entity | Entity operating exclusively to provide financial assistance or governance to a Section 501(c) entity | ☐ Yes ☐ No |
| 21 | Large operating company | Entity that: (i) employs more than 20 full-time employees in the U.S.; (ii) has an operating presence at a physical office in the U.S.; and (iii) filed a federal income tax or information return for the prior year reporting more than $5 million in gross receipts or sales (excluding foreign gross receipts/sales) | ☐ Yes ☐ No |
| 22 | Subsidiary of certain exempt entities | Entity whose ownership interests are controlled or wholly owned, directly or indirectly, by one or more exempt entities listed above | ☐ Yes ☐ No |
| 23 | Inactive entity | Entity that: (i) was in existence on or before January 1, 2020; (ii) is not engaged in active business; (iii) is not owned by a foreign person; (iv) has not had a change in ownership in the preceding 12 months; (v) has not sent or received funds in an amount greater than $1,000 in the preceding 12 months; and (vi) does not otherwise hold any kind or type of assets | ☐ Yes ☐ No |
Large Operating Company Exemption Worksheet
This is the most commonly analyzed exemption. Complete the following:
| Requirement | Met? | Supporting Documentation |
|---|---|---|
| More than 20 full-time employees in the U.S. | ☐ Yes ☐ No | [________________________________] |
| Physical office presence in the U.S. | ☐ Yes ☐ No | [________________________________] |
| Federal tax return showing more than $5 million in gross receipts/sales (U.S. only) | ☐ Yes ☐ No | [________________________________] |
| All three requirements met? | ☐ Yes ☐ No |
Practice Tip: All three prongs must be satisfied simultaneously. An entity with $10 million in revenue but only 15 employees does not qualify. The $5 million threshold applies to gross receipts or sales as reported on the entity's federal income tax or information return for the preceding year, excluding receipts or sales from sources outside the United States.
PART 5 — BENEFICIAL OWNER IDENTIFICATION WORKSHEET
Instructions: Identify all individuals who exercise substantial control over the entity or own/control 25% or more of its ownership interests. There is no maximum number of beneficial owners.
Beneficial Owner #1
| Field | Information |
|---|---|
| Full Legal Name | [________________________________] |
| Date of Birth | [__/__/____] |
| Current Residential Address (Street) | [________________________________] |
| City | [________________________________] |
| State / Province | [________________________________] |
| Country | [________________________________] |
| ZIP / Postal Code | [________________________________] |
| Basis for Beneficial Owner Status | ☐ Substantial control ☐ 25%+ ownership ☐ Both |
| If substantial control, describe role | [________________________________] |
| If ownership, percentage owned | [____]% |
| U.S. Person? | ☐ Yes ☐ No |
| Identification Document Type | ☐ U.S. Passport ☐ State Driver's License ☐ State ID Card ☐ Foreign Passport (if no U.S. document) |
| Document Number | [________________________________] |
| Issuing Jurisdiction | [________________________________] |
| Document Expiration Date | [__/__/____] |
| Image of ID Document Attached? | ☐ Yes ☐ No |
| FinCEN Identifier (if obtained) | [________________________________] |
Beneficial Owner #2
| Field | Information |
|---|---|
| Full Legal Name | [________________________________] |
| Date of Birth | [__/__/____] |
| Current Residential Address (Street) | [________________________________] |
| City | [________________________________] |
| State / Province | [________________________________] |
| Country | [________________________________] |
| ZIP / Postal Code | [________________________________] |
| Basis for Beneficial Owner Status | ☐ Substantial control ☐ 25%+ ownership ☐ Both |
| If substantial control, describe role | [________________________________] |
| If ownership, percentage owned | [____]% |
| U.S. Person? | ☐ Yes ☐ No |
| Identification Document Type | ☐ U.S. Passport ☐ State Driver's License ☐ State ID Card ☐ Foreign Passport (if no U.S. document) |
| Document Number | [________________________________] |
| Issuing Jurisdiction | [________________________________] |
| Document Expiration Date | [__/__/____] |
| Image of ID Document Attached? | ☐ Yes ☐ No |
| FinCEN Identifier (if obtained) | [________________________________] |
Beneficial Owner #3
| Field | Information |
|---|---|
| Full Legal Name | [________________________________] |
| Date of Birth | [__/__/____] |
| Current Residential Address (Street) | [________________________________] |
| City | [________________________________] |
| State / Province | [________________________________] |
| Country | [________________________________] |
| ZIP / Postal Code | [________________________________] |
| Basis for Beneficial Owner Status | ☐ Substantial control ☐ 25%+ ownership ☐ Both |
| If substantial control, describe role | [________________________________] |
| If ownership, percentage owned | [____]% |
| U.S. Person? | ☐ Yes ☐ No |
| Identification Document Type | ☐ U.S. Passport ☐ State Driver's License ☐ State ID Card ☐ Foreign Passport (if no U.S. document) |
| Document Number | [________________________________] |
| Issuing Jurisdiction | [________________________________] |
| Document Expiration Date | [__/__/____] |
| Image of ID Document Attached? | ☐ Yes ☐ No |
| FinCEN Identifier (if obtained) | [________________________________] |
Note: Under the March 2025 interim final rule, foreign reporting companies are not required to report U.S. persons as beneficial owners. Only non-U.S. persons who are beneficial owners of foreign reporting companies must be reported.
(Add additional beneficial owner sections as needed.)
PART 6 — COMPANY APPLICANT IDENTIFICATION WORKSHEET (FOREIGN ENTITIES)
Instructions: Company applicant information is required only for foreign reporting companies formed or registered on or after January 1, 2024. There can be at most two company applicants per entity.
Company Applicant #1 (Direct Filer)
| Field | Information |
|---|---|
| Full Legal Name | [________________________________] |
| Date of Birth | [__/__/____] |
| Business Address (if filing in course of business) | [________________________________] |
| Residential Address (if not filing in course of business) | [________________________________] |
| City | [________________________________] |
| State / Province | [________________________________] |
| Country | [________________________________] |
| ZIP / Postal Code | [________________________________] |
| Identification Document Type | ☐ U.S. Passport ☐ State Driver's License ☐ State ID Card ☐ Foreign Passport |
| Document Number | [________________________________] |
| Issuing Jurisdiction | [________________________________] |
| Document Expiration Date | [__/__/____] |
| Image of ID Document Attached? | ☐ Yes ☐ No |
Company Applicant #2 (Person Directing Filing, if different)
| Field | Information |
|---|---|
| Full Legal Name | [________________________________] |
| Date of Birth | [__/__/____] |
| Business Address (if filing in course of business) | [________________________________] |
| Residential Address (if not filing in course of business) | [________________________________] |
| City | [________________________________] |
| State / Province | [________________________________] |
| Country | [________________________________] |
| ZIP / Postal Code | [________________________________] |
| Identification Document Type | ☐ U.S. Passport ☐ State Driver's License ☐ State ID Card ☐ Foreign Passport |
| Document Number | [________________________________] |
| Issuing Jurisdiction | [________________________________] |
| Document Expiration Date | [__/__/____] |
| Image of ID Document Attached? | ☐ Yes ☐ No |
PART 7 — REQUIRED INFORMATION COLLECTION FORM
Entity Information
| Field | Information |
|---|---|
| Legal Name of Entity | [________________________________] |
| Any DBA / Trade Names | [________________________________] |
| Jurisdiction of Formation | [________________________________] |
| Date of Formation | [__/__/____] |
| U.S. Jurisdiction of Registration | [________________________________] |
| Date of U.S. Registration | [__/__/____] |
| Current Principal Address (Street) | [________________________________] |
| City | [________________________________] |
| State | [________________________________] |
| ZIP Code | [________________________________] |
| Country | [________________________________] |
| Taxpayer Identification Number (TIN/EIN) | [________________________________] |
| If no TIN/EIN, foreign tax ID number and jurisdiction | [________________________________] |
| Entity Type | ☐ Corporation ☐ LLC ☐ Limited Partnership ☐ Other: [________________________________] |
| Is the entity currently active and operating? | ☐ Yes ☐ No |
PART 8 — FILING AND ENGAGEMENT INSTRUCTIONS
8.1 Filing Portal
BOI reports must be filed electronically through FinCEN's secure filing system:
FinCEN BOI E-Filing: https://boiefiling.fincen.gov/
There is no fee to file a BOI report.
8.2 Engagement Authorization
☐ Client authorizes [LAW FIRM NAME] to prepare and file the BOI report on the client's behalf
☐ Client will prepare and file the BOI report independently (law firm providing advisory services only)
☐ Client will prepare the BOI report; law firm will review before submission
Authorized Contact for BOI Matters:
Name: [________________________________]
Title: [________________________________]
Email: [________________________________]
Phone: [________________________________]
Authorized Signer / Certifier:
Name: [________________________________]
Title: [________________________________]
Important: The person filing the BOI report must certify, under penalty of perjury, that the information is true, correct, and complete. Willful misrepresentation may result in civil and criminal penalties.
8.3 Document Security
☐ Identification documents will be transmitted via encrypted email or secure portal
☐ Client understands that law firm will retain copies of identification documents in accordance with firm record retention policy and applicable ethical obligations
☐ Client authorizes secure storage of BOI-related documents
PART 9 — CHANGE MONITORING AND UPDATE OBLIGATIONS
9.1 Update Requirements
Reporting companies must file an updated report within 30 calendar days of any change to previously reported information, including:
☐ Change in beneficial owner (new beneficial owner, or existing beneficial owner no longer qualifies)
☐ Change in beneficial owner's name, residential address, or identification document
☐ Change in entity information (legal name, DBA, principal address, jurisdiction, TIN)
☐ Newly obtained FinCEN identifier
9.2 Corrected Reports
If a reporting company identifies an inaccuracy in a previously filed report, a corrected report must be filed within 30 calendar days of becoming aware of the inaccuracy.
Safe Harbor (31 U.S.C. 5336(h)(3)(C)): A person who submits inaccurate information is not subject to civil or criminal penalties if: (i) the person voluntarily submits a corrected report within 90 days of the original submission; (ii) the person was not acting to evade reporting requirements; and (iii) the person did not have actual knowledge of the inaccuracy at the time of the original filing.
9.3 Change Monitoring Log
| Date of Change | Description of Change | Affected Beneficial Owner(s) | Updated Report Filed? | Date Filed | Confirmation Number | Notes |
|---|---|---|---|---|---|---|
| [__/__/____] | [________________________________] | [________________________________] | ☐ Yes ☐ No | [__/__/____] | [________________________________] | [________________________________] |
| [__/__/____] | [________________________________] | [________________________________] | ☐ Yes ☐ No | [__/__/____] | [________________________________] | [________________________________] |
| [__/__/____] | [________________________________] | [________________________________] | ☐ Yes ☐ No | [__/__/____] | [________________________________] | [________________________________] |
| [__/__/____] | [________________________________] | [________________________________] | ☐ Yes ☐ No | [__/__/____] | [________________________________] | [________________________________] |
9.4 Calendar Reminders
☐ Set recurring quarterly reminder to check for reportable changes
☐ Include BOI update obligations in entity governance calendar
☐ Notify law firm of any changes within 10 business days to allow preparation time
PART 10 — PENALTIES SUMMARY
10.1 Penalties for Reporting Violations
| Violation | Civil Penalty | Criminal Penalty |
|---|---|---|
| Willful failure to file a BOI report | Up to $500 per day that the violation continues | Fine of up to $10,000 and/or imprisonment for up to 2 years |
| Willfully providing false or fraudulent information | Up to $500 per day | Fine of up to $10,000 and/or imprisonment for up to 2 years |
| Willful failure to update BOI report | Up to $500 per day | Fine of up to $10,000 and/or imprisonment for up to 2 years |
10.2 Penalties for Unauthorized Disclosure or Use of BOI
| Violation | Civil Penalty | Criminal Penalty |
|---|---|---|
| Unauthorized disclosure or use of BOI | Up to $500 per day | Fine of up to $250,000 and/or imprisonment for up to 5 years |
| Unauthorized disclosure while violating another U.S. law or as part of a pattern of illegal activity involving more than $100,000 in a 12-month period | — | Fine of up to $500,000 and/or imprisonment for up to 10 years |
10.3 Who May Be Penalized
Penalties may apply to:
☐ The reporting company itself
☐ Senior officers of the reporting company at the time of the failure
☐ Any individual who willfully causes a reporting company to fail to report or to report false information
Practice Tip: FinCEN announced on March 2, 2025, that it would not impose fines or penalties in connection with BOI reporting deadlines while the rulemaking process was ongoing. However, attorneys should not assume this enforcement forbearance will continue indefinitely, especially for foreign reporting companies subject to the revised rule.
PART 11 — INTERNAL WORKFLOW GUIDE FOR LAW FIRMS
11.1 Intake and Engagement
☐ Confirm scope of engagement (advisory only vs. filing services)
☐ Send engagement letter specifying BOI-related services and fees
☐ Send this checklist pack to client for completion
☐ Set deadline for client to return completed materials
11.2 Review and Analysis
☐ Determine whether entity is a domestic entity (exempt under interim final rule) or foreign entity
☐ If foreign entity: confirm registration with a U.S. secretary of state or similar office
☐ Conduct exemption analysis using Part 4 checklist
☐ Identify all beneficial owners using Part 5 worksheet
☐ If applicable, identify company applicants using Part 6 worksheet
☐ Validate completeness of identification documents (current, legible, correct format)
☐ Confirm FinCEN identifiers (if any beneficial owners have obtained them)
11.3 Preparation and Filing
☐ Access FinCEN BOI e-filing system at https://boiefiling.fincen.gov/
☐ Populate all required fields
☐ Upload identification document images
☐ Review all entries for accuracy before submission
☐ Obtain client certification (perjury declaration)
☐ Submit report and obtain confirmation number
☐ Save confirmation receipt and filed report securely
11.4 Post-Filing
☐ Send filing confirmation to client (confirmation number, date, summary)
☐ Store filed report and supporting documents in client file (encrypted storage)
☐ Calendar 30-day update deadline triggers
☐ Set quarterly reminder for change monitoring follow-up
☐ Brief client on ongoing update obligations (changes within 30 days)
☐ Document engagement completion in billing and matter management system
11.5 Data Security
☐ All BOI-related data (personal identification, dates of birth, document images) must be handled in accordance with firm data security policies
☐ Transmit identification documents only via encrypted channels
☐ Do not store unencrypted copies of identification documents on email servers
☐ Retain documents in accordance with firm retention policy and applicable ethical rules
☐ Consider state bar ethical obligations regarding safeguarding client confidential information
PART 12 — FREQUENTLY ASKED QUESTIONS FOR CLIENTS
Q: Does my U.S. company need to file a BOI report?
A: As of the March 2025 interim final rule, no. All entities created in the United States are exempt from BOI reporting requirements. However, this is an interim rule, and FinCEN may issue a final rule that modifies this exemption. We recommend monitoring developments.
Q: What if my company is a foreign entity registered to do business in the U.S.?
A: Foreign entities registered with a U.S. secretary of state or similar office are still considered reporting companies and must file BOI reports. If registered before March 26, 2025, the deadline is April 25, 2025. If registered on or after March 26, 2025, the deadline is 30 days from registration.
Q: Does my foreign company need to report U.S. persons as beneficial owners?
A: No. Under the interim final rule, foreign reporting companies are not required to report U.S. persons as beneficial owners.
Q: What is a FinCEN identifier?
A: A FinCEN identifier is a unique number assigned by FinCEN to an individual or entity that has filed BOI. Beneficial owners can obtain a FinCEN identifier by filing an application directly with FinCEN. The FinCEN identifier can then be used in lieu of providing full personal information in subsequent filings.
Q: What happens if information changes after we file?
A: An updated report must be filed within 30 days of any change to previously reported information (e.g., new beneficial owner, change of address, new identification document).
Q: Are there penalties for not filing?
A: Yes. Willful failure to file, providing false information, or failing to update can result in civil penalties of up to $500 per day and criminal penalties of up to $10,000 in fines and up to 2 years in prison.
Q: Is there a fee to file?
A: No. There is no fee to file a BOI report with FinCEN.
Q: Can my lawyer file the report for me?
A: Yes. An attorney or other authorized representative can prepare and file the BOI report on your behalf. However, the filing must include a certification of accuracy, and the reporting company remains responsible for the accuracy of the information reported.
Q: Should I still gather BOI even though my domestic company is currently exempt?
A: We recommend maintaining internal records of beneficial ownership as a best practice. The final rule has not been issued, and BOI requirements may be reinstated for domestic entities in some form. Additionally, some states have their own beneficial ownership disclosure requirements, and financial institutions may request BOI for Customer Due Diligence (CDD) purposes.
PART 13 — PRACTICE TIPS
For Attorneys Advising Clients on CTA Compliance:
-
Monitor the final rule. The March 2025 interim final rule is exactly that — interim. FinCEN has stated its intent to finalize the rule, and the scope of domestic exemption could change. Do not advise domestic clients that they will never need to file. Frame advice as "currently exempt, subject to change."
-
State-level requirements. Several states (including New York under the LLC Transparency Act, effective January 1, 2026) have enacted or are considering their own beneficial ownership reporting requirements. Even if federal BOI reporting is not required, state-level obligations may apply.
-
Financial institution requests. Banks and financial institutions are required under the CDD Rule (31 CFR 1010.230) to collect beneficial ownership information from legal entity customers. Clients may still be asked for BOI by their banks regardless of CTA filing requirements.
-
Sensitive data handling. BOI includes highly sensitive personal information (dates of birth, identification numbers, home addresses, copies of identity documents). Ensure your firm has adequate data security measures and that client data is transmitted and stored securely. Consider your state bar's ethical obligations regarding technology and data protection.
-
Engagement scope clarity. Clearly define in your engagement letter whether you are providing advisory services only, preparing and filing the BOI report, or providing ongoing monitoring and update services. BOI compliance is not a one-time event; entities must update reports within 30 days of changes.
-
Safe harbor awareness. The 90-day safe harbor for correcting inaccurate information (31 U.S.C. 5336(h)(3)(C)) provides protection only if the person was not acting to evade reporting and did not have actual knowledge of the inaccuracy. Advise clients to review filings carefully before submission.
-
Multi-entity clients. For clients with complex corporate structures (holding companies, subsidiaries, joint ventures), map the ownership chain to identify all entities that may be reporting companies and all individuals who may be beneficial owners across the structure. The subsidiary exemption (Exemption #22) may apply if parent entities are themselves exempt.
-
Document your analysis. Even for entities that are clearly exempt (whether as domestic entities under the interim final rule or under one of the 23 statutory exemptions), document your analysis in the client file. If the rules change or if an exemption is later disputed, contemporaneous documentation of your analysis is invaluable.
PART 14 — SOURCES AND REFERENCES
- Corporate Transparency Act: 31 U.S.C. 5336
- FinCEN BOI Reporting Rule: 31 CFR 1010.380
- FinCEN BOI Portal: https://boiefiling.fincen.gov/
- FinCEN BOI FAQs: https://www.fincen.gov/boi-faqs
- FinCEN Interim Final Rule (March 2025): Federal Register
- FinCEN Press Release — Domestic Exemption: FinCEN.gov
- FinCEN Reference Materials: FinCEN.gov
- FinCEN Interim Final Rule Q&A: FinCEN.gov
- Sidley Austin — CTA Enforcement Update (Feb. 2025): Sidley.com
- Milligan Lawless — CTA 2026 Q1 Update: MilliganLawless.com
This template is designed for attorneys advising clients on Corporate Transparency Act compliance. Given the rapidly evolving nature of the CTA, including ongoing litigation and rulemaking, attorneys must independently verify the current status of the law and FinCEN's implementing regulations before advising clients. This template reflects the law as of the date indicated in the YAML frontmatter.
About This Template
Formal legal letters create a written record, trigger response deadlines, and often preserve rights under a statute or contract. Cease-and-desist letters, notice letters, and formal responses all have their own expected format, and the language used can mean the difference between a quick resolution and a courtroom fight. Well-drafted correspondence also documents that you tried to resolve things reasonably, which matters if the dispute escalates later.
Important Notice
This template is provided for informational purposes. It is not legal advice. We recommend having an attorney review any legal document before signing, especially for high-value or complex matters.
Last updated: April 2026
Get your Beneficial Ownership Information (BOI) Client Letter and Checklist Pack, done and ready to use
Fill it in for your situation, adjust it for your state, and download the finished Word and PDF. Let the AI do it in about 5 minutes, or finish it yourself in the editor. Drafting this from scratch takes hours. Finish yours in about 5 minutes for $49, one time.