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FinCEN Removes Beneficial Ownership Reporting Requirements for U.S. Companies and U.S. Persons, Sets New Deadlines for Foreign Companies

Effective immediately FinCen has 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. 

The definition of "reporting company" has been modified to mean only those entities formed under the law of a foreign country and that have registered to do business in any U.S. State or Tribal jurisdiction. These foreign entities, however, will NOT be required to report any U.S. persons as beneficial owners and U.S. persons will not be required to report BOI with respect to any such entity for which they are beneficial owner.

It now exempts entities previously known as "domestic reporting companies" from BOI reporting requirements.

These decisions are an interim final ruling. 

BOIR is a "beneficial ownership information report". In 2021, Congress enacted the bipartisan Corporate Transparency Act to curb illicit finance. This law requires many companies doing business in the United States to report information about who ultimately owns or controls them. 

Foreign entities that meet the new definition of a “reporting company” and do not qualify for an exemption from the reporting requirements must report their BOI to FinCEN under new deadlines. These foreign entities, however, will not be required to report any U.S. persons as beneficial owners, and U.S. persons will not be required to report BOI with respect to any such entity for which they are a beneficial owner. 

Contact us for more information on whether you are required to file.

Upon the publication of the interim final rule, the following deadlines apply for foreign entities that are reporting companies:

• Reporting companies registered to do business in the United States before the date of publication of the Interim Final Ruling of 3/21/2025 must file BOI reports no later than 30 days from 3/21/2025.

• Reporting companies registered to do business in the United States on or after the date of publication of 3/21/2025 of the Interim Final Ruling have 30 calendar days to file an initial BOI report after receiving notice that their registration is effective.

FinCen is currently open to input and comments to further develop its rules. 

Comments may be submitted by any of the following methods: 

• Federal E-rulemaking Portal: https://www.regulations.gov.  Follow the instructions for  submitting comments. Refer to Docket Number FINCEN-2025-0001, the Office of  Management and Budget (OMB) control number 1506-0076, and Regulatory  Identification Number (RIN) 1506-AB49.  

• Mail: Policy Division, Financial Crimes Enforcement Network, P.O. Box 39, Vienna, VA  22183. Refer to Docket Number FINCEN-2025-0001, OMB control number 1506-0076  and RIN 1506-AB49.  

Unless a company needs to update or correct information, a report only needs to be submitted once unless there are changes to any ownership interest or corrections need to be made. Any updates or corrections must be submitted within 30 days.