Corporate Transparency Act Update: FinCEN Eliminates BOI Reporting for U.S. Companies
New interim final rule exempts domestic entities from reporting requirements while setting revised deadlines for foreign reporting companies.
We want to bring to your attention a significant update regarding the Beneficial Ownership Information (BOI) reporting requirement.
On March 21, 2025, FinCEN announced an interim final rule that removes the requirement for U.S. companies and U.S. persons to report BOI under the Corporate Transparency Act.
Under this new rule, FinCEN has revised the definition of a “reporting company” to include only entities formed under the laws 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 a similar office (formerly known as “foreign reporting companies”). Additionally, entities previously classified as “domestic reporting companies” are now exempt from BOI reporting requirements. As a result, all entities created in the United States—including those previously considered domestic reporting companies—and their beneficial owners are no longer required to report BOI to FinCEN.
However, foreign entities that meet the new definition of a “reporting company” and do not qualify for an exemption must still comply with BOI reporting requirements under the revised deadlines. Notably, these foreign entities will not be required to report any U.S. persons as beneficial owners, and U.S. persons will not need to report BOI for any such entity in which they hold a beneficial ownership interest.
New BOI Reporting Deadlines for Foreign Reporting Companies
• Entities registered to do business in the U.S. before the publication date of the interim final rule must file BOI reports within 30 days of that date.
• Entities registered on or after the publication date have 30 calendar days to file an initial BOI report after receiving notice that their registration is effective.
In line with its prior notices and the Department of the Treasury’s March 2, 2025, announcement, FinCEN is applying all exemptions and deadline extensions immediately as of March 21, 2025, before formal publication in the Federal Register. Furthermore, FinCEN will not enforce any BOI reporting penalties or fines against U.S. citizens, domestic reporting companies, or their beneficial owners.
We will continue to monitor developments as FinCEN intends to finalize the rule this year.
If you have any questions, please contact your client manager.
