FinCEN Removes BOI Reporting Requirements For US Companies
The Financial Crimes Enforcement Network has announced an interim final rule that eliminates the obligation for U.S. companies and individuals to provide beneficial ownership information to FinCEN in accordance with the Corporate Transparency Act.
On February 27, 2025, the Financial Crimes Enforcement Network (FinCEN) announced its intention to issue an interim final rule that would extend the deadlines for filing Beneficial Ownership Information (BOI) Reports. In a related development, on March 2, the US Department of the Treasury released a statement indicating that the forthcoming final interim rule may exempt US citizens and US citizen-owned reporting companies from the reporting requirements of the Corporate Transparency Act (CTA), while focusing future enforcement efforts on foreign-owned reporting entities.
On March 21, FinCEN released the anticipated interim final rule that exempts U.S. companies and U.S. individuals from the beneficial ownership information (BOI) reporting requirements under the Corporate Transparency Act (CTA). This interim final rule modifies the definition of a “reporting company” to include only entities established under foreign laws 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. These entities were previously referred to 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 must file BOI reports include:
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.
FinCEN intends to actively solicit comments on the interim final rule, thoroughly assess the exemption status of domestic reporting companies as well as their beneficial owners, and ultimately issue a definitive final rule during the year 2025. The controversial elimination of reporting requirements for all US companies has provoked significant concern among various members of Congress, who argue that the original purpose of the Corporate Transparency Act (CTA), which is to effectively guard against anti-money laundering risks, has now been frustrated by these changes. In the final rule, FinCEN may indeed choose to reimpose BOI reporting requirements specifically on US companies that have foreign owners and are perceived to present heightened anti-money laundering risks.
Understanding the Changes?
The Fodera Law Firm can assist you if you have a Limited Liability Company trying to understand your current or future reporting requirements. We can explain your rights and provide legal advice to guide you through your business journey. The Fodera Law Firm has the expertise needed to assist clients with issues such as:
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