FinCEN Removes BOI Reporting Requirements for US Companies and US Persons

The Financial Crimes Enforcement Network issued an interim final rule that removes the requirement for US companies and US persons to report beneficial ownership information to FinCEN under the Corporate Transparency Act.

As discussed in our February 28, 2025 LawFlash, on February 27 the Financial Crimes Enforcement Network (FinCEN) issued a press release stating its intent to issue an interim final rule no later than March 21, 2025 to further extend filing deadlines and potentially change the scope of the existing rules. Separately, on March 2, the US Department of the Treasury issued a press release suggesting that the direction of the future final interim rule would be to exempt US citizens or US-citizen owned reporting companies from the Corporate Transparency Act (CTA) reporting requirements and to focus future enforcement on foreign-owned reporting companies.

On March 21, FinCEN issued the previously promised interim final rule, which exempts US companies and US persons from beneficial ownership information (BOI) reporting requirements pursuant to the CTA. The interim final rule revises the definition of “reporting company” to mean only those entities that are formed under the laws of a foreign country and that have registered to do business in any US state or tribal jurisdiction by the filing of a document with a secretary of state or similar office (formerly known as “foreign reporting companies”).

As a result, all entities created in the United States, including those previously known as “domestic reporting companies,” and their beneficial owners will be exempt from the BOI reporting requirements. Additionally, foreign entities that are required to submit BOI reports to FinCEN do not need to report any US persons as beneficial owners.

Foreign entities that meet the new definition of “reporting company” and do not qualify for an exemption from the reporting requirements must file BOI reports as follows:

• Foreign entities that were registered to do business in the United States before the date of publication of the interim final rule must file BOI reports within 30 calendar days of the date of publication.
• Foreign entities that are registered to do business in the United States on or after the date of publication of the interim final rule must submit BOI reports within 30 calendar days after receiving notice of the effectiveness of their registration to do business in the United States.

Given that there are few foreign companies registered to do business in the United States, the interim rule essentially eliminates the BOI reporting requirement, including for US companies that are foreign owned. We believe this was done to accomplish the short-term political and legal objective of continuing to pause all CTA compliance given pending litigation and legislation.

FinCEN intends to solicit comments on the interim final rule, assess the exemption of domestic reporting companies and their beneficial owners, and issue a final rule during 2025. The elimination of reporting requirements for all US companies has provoked concern from members of Congress that the purpose of the CTA to guard against anti-money laundering risk has been frustrated. In the final rule, FinCEN may reimpose BOI reporting requirements on US companies with foreign owners that present anti-money laundering risks.

We will continue to monitor further developments pertaining to the rule-making process, pending legislation related to the CTA, and any other events relating to the CTA.