October 31, 2025 |Business Advisory Services
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BOI 2025: CTA Update for NYC Restaurants & Franchises
Status as of Oct 31, 2025: FinCEN’s Mar 26, 2025 interim final rule remains in effect. U.S. entities are exempt from CTA BOI reporting, while foreign reporting companies must file on the timelines noted below.
If you opened an LLC in the last few years, you probably heard that “every company must file beneficial ownership information (BOI) with FinCEN or face penalties.” That was the drumbeat through 2024. Then, in March 2025, Treasury and FinCEN changed course: through an interim final rule, the government removed BOI reporting for U.S. companies and U.S. persons.
For related 2025 planning that actually moves cash flow, see our guides on
**NYC PTET & the SALT workaround** and **OBBBA 2025 tax changes for restaurants & franchises.**
In plain English: domestic entities—the S-corps and partnerships most restaurant groups and franchisees use—are not required to file BOI with FinCEN under the Corporate Transparency Act (CTA) right now.
There’s one big carve-out: foreign reporting companies—entities formed under non-U.S. law that are registered to do business in the United States—still must report on a timeline that FinCEN clarified this spring.
Below is a straight-talk guide for owners and CFOs of NYC restaurants and franchise systems: what changed, who’s still in scope, and what to do so compliance doesn’t derail growth.
What changed—and what didn’t
What changed (March 2025):
- FinCEN issued an interim final rule (IFR) exempting U.S. companies and U.S. persons from BOI reporting. The IFR narrows the CTA’s “reporting company” definition so it applies only to foreign reporting companies registered to do business here.
- The Treasury formally announced it would not enforce CTA reporting against domestic entities while the IFR is in effect.
What didn’t change:
- Foreign reporting companies remain in scope and must file BOI with FinCEN. For companies registered before Mar 26, 2025, FinCEN set a new deadline (generally Apr 25, 2025). Companies registered on/after Mar 26, 2025 generally have 30 calendar days after registration becomes effective.
- Banks and payment processors still have AML/KYC obligations. Even if your domestic entity isn’t filing a BOI report right now, lenders and banks may still ask for owner information to open accounts or renew credit. (That’s a bank rule, not a CTA rule.)
- States can still impose separate entity-level or public-record requirements. The IFR affects federal BOI reporting, not state LLC/Corp filings.
“Are we a foreign reporting company?”
Most NYC restaurant groups and franchisees are not. You’re in this category only if the entity was formed under foreign law (for example, a Canadian or Cayman company) and it registered to do business in the U.S. If that’s you, FinCEN still expects a BOI report for the foreign entity, including its beneficial owners (individuals with substantial control or ≥25% ownership) and other data elements.
Owner action: If any of your holding companies, IP companies, or investment vehicles are non-U.S. entities registered in New York (or another state), put a pin in this—you remain on the clock.
If you’re domestic and now exempt… should you do anything?
Short answer: yes—keep your house in order. The rule moved fast and could move again. Three practical habits will protect you whether BOI reporting stays paused or returns in a revised form.
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Centralize ownership records.
Maintain a private “control file” for each entity: cap table, operating agreement amendments, officer/director list, and a contact sheet for every owner (legal name, DOB, residential address, ID type, and last four of the TIN). If BOI reporting comes back or a bank asks, you’re ready without a fire drill.
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Document “substantial control.”
BOI focuses on people with the keys, not just percentage owners. Capture who can appoint/remove officers, approve budgets, or sign for the company. That list changes when you add locations or new investors—update it at the same time you update your signer cards.
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Map multi-entity structures.
Franchise operators often run opco/propco/IP-co stacks. Sketch how entities connect, who owns what, and which (if any) are foreign. That map helps with banking, audits, and eventual sale or recap.
If you are in scope (foreign reporting companies), here’s the quick checklist
- Confirm status: Is the entity formed under foreign law and registered to do business in the U.S.? If yes, you’re a foreign reporting company.
- Calendar the deadline:
- Registered before Mar 26, 2025 → file by Apr 25, 2025 (for most companies).
- Registered on/after Mar 26, 2025 → file within 30 days of effective registration notice or public notice.
- Gather BOI: legal entity info; each beneficial owner’s legal name, date of birth, address; and an ID number from a passport/driver’s license (plus image). Use FinCEN’s electronic portal for submission.
- Track changes: If BOI changes (ownership, address, or control), you generally must update the report within 30 days.
- Coordinate with counsel if owners are trusts/holding vehicles—the “beneficial owner” rules look through entities to the humans.
Why this matters for cash flow, not just compliance
Banking & credit. Credit renewals, SBA loans, and merchant processing reviews already ask for owner information. Clean records reduce delays that can freeze working capital when you’re opening a new store or refinancing equipment.
Entity creation at scale. If you form a new LLC for each location (common in franchising), having a repeatable onboarding checklist—signers, control list, owner IDs—keeps your timeline tight and legal fees contained.
Exit value. When buyers do due diligence on a multi-unit group, they want entity hygiene: clear ownership trails and no surprises. Good BOI-style records reduce the “risk haircut” on your valuation.
What to tell your team (the internal memo)
- Domestic LLCs/S-corps: No federal BOI filing right now; keep ownership and control records current in our internal drive.
- Foreign entities registered here: We still file with FinCEN—deadlines apply.
- Bank asks for ≠ CTA filing: Give the bank what it needs; this is separate from federal reporting.
- We’ll re-evaluate annually: The rule is an interim final rule; we’ll revisit each year or if Treasury/FinCEN updates the framework.
A simple “new entity” starter kit (use it every time)
- Articles/Certificate, EIN letter, operating agreement, or bylaws.
- Ownership schedule with percentages and capital commitments.
- Substantial-control list (who signs checks, approves budgets, and hires/fires officers).
- Owner KYC packet: legal name, address, DOB, ID type/number, and last four of TIN.
- Banking pack: resolutions, W-9, authorized signers, merchant applications.
- If foreign + U.S. registration → BOI filing calendar and a reminder to update within 30 days of changes.
Contact QMK Consulting experts for advice and support
Want a quick, practical review of your entities—who’s exempt, who must report, and how to build a one-page ownership file that banks (and buyers) love? Get assistance and help from our experts at QMK Consulting. We’ll map your structure, file where required, and leave you with a simple playbook that protects profit and cash flow while you grow.
This article is educational only and not legal or tax advice. Rules can change; confirm facts with current FinCEN/Treasury guidance and your advisors.
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