FinCEN Removes BOI Reporting Requirements for U.S. Companies

On March 21, 2025, the Financial Crimes Enforcement Network (FinCEN) issued an interim final rule that removes the requirement for U.S. companies and U.S. persons to report beneficial ownership information (BOI) under the Corporate Transparency Act (CTA).

Key Points of the Interim Final Rule for BOI Reporting Requirements:

1. Removal of Reporting Requirements for U.S. Entities: All entities created in the United States, including those previously known as “domestic reporting companies,” are now exempt from the requirement to report BOI to FinCEN.
2. New Definition of Reporting Company: The definition of “reporting company” has been revised to include only those entities formed under the law of a foreign country and registered to do business in any U.S. state.
3. Exemptions for Foreign Entities: Foreign entities that meet the new definition of a “reporting company”, and do not qualify for an exemption, must report their BOI to FinCEN under new deadlines. However, these entities will not be required to report any U.S. persons as beneficial owners.
4. Deadlines for Foreign Entities:
   1. Reporting companies registered to do business in the United States before March 21, 2025 must file BOI reports no later than 30 days from that date.
   2. Reporting companies registered to do business in the United States on or after March 21, 2025 have 30 calendar days to file an initial BOI report after receiving notice that their registration is effective.

Learn more about this FinCEN announcement here. FinCEN is accepting comments on this interim final rule and intends to finalize the rule this year.

We encourage our clients to review these changes and consider the potential impact on your reporting obligations. Please contact a member of our team if you would like to discuss these changes.

The information contained in this article is for informative purposes only and should not be relied on when making any business, legal, or other decisions. This information may be updated without notice and/or may not contain the most current information that is available related to this topic.