In line with the U.S. Department of the Treasury’s March 2, 2025, announcement, the Financial Crimes Enforcement Network (FinCEN) has introduced 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.
Within this interim final rule, FinCEN modifies the definition of a “reporting company” in its regulatory framework. The revised definition now applies exclusively to entities established under the laws of a foreign country that have registered to conduct business in any U.S. State or Tribal jurisdiction by filing a document with a secretary of state or an equivalent office (previously identified as “foreign reporting companies”). Additionally, FinCEN removes the BOI reporting obligations for entities formerly classified as “domestic reporting companies.”
As a result, this interim final rule exempts all entities formed in the United States—including those previously designated as “domestic reporting companies”—and their beneficial owners from the BOI reporting requirement to FinCEN. Foreign entities that fall under the updated definition of a “reporting company” and do not qualify for an exemption must submit their BOI to FinCEN within newly established deadlines, outlined below. However, these foreign entities will not be required to report any U.S. persons as beneficial owners, nor will U.S. persons need to report BOI for any such entity in which they hold beneficial ownership.
With the publication of the interim final rule, the following deadlines apply to foreign entities classified as reporting companies:
- Reporting companies that were registered to do business in the United States before the rule’s publication must submit BOI reports within 30 days of that date.
- Reporting companies that register on or after the publication date of the rule must file their initial BOI report within 30 calendar days of receiving notice that their registration has been approved.
FinCEN is currently accepting public comments on this interim final rule and plans to finalize the regulation later this year.
