On March 21, 2025, the Financial Crimes Enforcement Network (FinCEN) issued an interim final rule eliminating the requirement for U.S. companies and U.S. persons to report beneficial ownership information (BOI) under the Corporate Transparency Act (CTA). The rule now limits BOI reporting obligations to certain foreign entities.
Key Changes:
- Redefinition of “Reporting Company”: The term now applies only to entities formed under foreign laws that have registered to do business in any U.S. state or tribal jurisdiction by filing with a secretary of state or similar office. Previously, it covered both domestic and foreign entities.
- Exemption for Domestic Entities: U.S.-based businesses, formerly categorized as “domestic reporting companies,” no longer need to report BOI.
- Foreign Entities’ Obligations: Foreign entities classified as “reporting companies” must submit BOI reports but are not required to disclose U.S. persons as beneficial owners. U.S. persons are also exempt from reporting their involvement in such entities.
Reporting Deadlines for Foreign Entities:
- Registered Before March 21, 2025: Must file BOI reports by April 20, 2025.
- Registered On or After March 21, 2025: Must file an initial BOI report within 30 calendar days of their effective registration date.
Public Comment and Finalization:
FinCEN is accepting public comments on the interim final rule and intends to finalize it later this year.
This move follows the U.S. Department of the Treasury’s March 2, 2025, announcement halting enforcement of BOI reporting for U.S. entities. The decision has been linked to broader policy shifts under the Trump-endorsed Treasury leadership.