March 24, 2025 – In a significant shift in regulatory requirements, the Financial Crimes Enforcement Network (FinCEN) has issued an interim final rule that removes the obligation for U.S. companies and U.S. persons to report beneficial ownership information (BOI) under the Corporate Transparency Act. This change, consistent with the U.S. Department of the Treasury’s March 2, 2025, announcement, streamlines reporting obligations and redefines which entities must comply.
Key Changes in the Interim Final Rule
Under this interim final rule, FinCEN has revised the definition of a “reporting company.” The new definition applies only to entities that are:
- Formed under the law of a foreign country, and
- Registered to do business in any U.S. State or Tribal jurisdiction through a filing with a secretary of state or a similar office.
Entities that were previously classified as “domestic reporting companies” are now exempt from BOI reporting requirements. This means that all entities created within the United States and their beneficial owners are no longer required to report their BOI to FinCEN.
New BOI Reporting Obligations for Foreign Entities
While domestic entities are now exempt, foreign entities meeting the new definition of a “reporting company” must still comply with BOI reporting requirements unless they qualify for an exemption. Notably, these foreign entities will not need to report any U.S. persons as beneficial owners, and U.S. persons are not required to report BOI related to any such foreign entity in which they have an ownership stake.
Updated Deadlines for Foreign Reporting Companies
For foreign entities that qualify as reporting companies, the following deadlines now apply:
- Entities registered to do business in the U.S. before the publication date of the initial final rule: Must file BOI reports within 30 days from the date of publication.
- Entities registered on or after publication date of the initial final rule: Must file an initial BOI report within 30 calendar days after receiving notice that their registration is effective.
Next Steps and Public Comment
FinCEN is currently accepting public comments on this interim final rule and plans to finalize the rule later this year. Businesses and stakeholders are encouraged to review the IFR carefully and provide feedback to ensure clarity and effectiveness in the implementation of these changes.
This regulatory update marks a significant reduction in compliance burdens for U.S. entities while maintaining transparency requirements for relevant foreign companies. Stay tuned for further updates as FinCEN moves toward finalizing the rule.