FinCEN BOI Reporting Rules Mar 2025

Regulation Name: BOI Reporting Rules
Date Of Release: 21 March 2025
Region: United States
Agency: FinCEN

FinCEN Issues Interim Final Rule Eliminating BOI Reporting for U.S. Entities

The Financial Crimes Enforcement Network (FinCEN) has issued an interim final rule (IFR) that significantly alters the beneficial ownership information (BOI) reporting requirements under the Corporate Transparency Act (CTA). Consistent with the U.S. Department of the Treasury’s announcement on March 2, 2025, the IFR removes the requirement for U.S. companies and U.S. persons to report BOI to FinCEN.

Key Changes Under the Interim Final Rule

1. Redefinition of “Reporting Company” FinCEN has revised the definition of “reporting company” to include only those entities that are formed under the law of a foreign country and 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. Previously, both domestic and foreign entities were subject to BOI reporting requirements.

2. Exemption for U.S. Entities Entities created in the United States, previously referred to as “domestic reporting companies,” are now exempt from BOI reporting. This means that neither these entities nor their beneficial owners are required to submit BOI reports to FinCEN.

3. New Reporting Requirements for Foreign Entities While U.S. entities are now exempt, foreign entities that meet the new definition of a “reporting company” must continue to report their BOI to FinCEN unless they qualify for an exemption. However, these foreign entities will not need to report any U.S. persons as beneficial owners, and U.S. persons will no longer have any BOI reporting obligations related to such foreign entities.

Compliance Deadlines for Foreign Reporting Companies

Upon the publication of the IFR, the following reporting deadlines apply to foreign entities classified as reporting companies:

• Foreign reporting companies that were already registered to do business in the United States before the IFR’s publication must file BOI reports within 30 days from the IFR’s publication date.

• Foreign reporting companies registered to do business in the United States on or after the IFR’s publication date must file an initial BOI report within 30 calendar days of receiving notice that their registration is effective.

Implications of the IFR

This interim final rule represents a significant shift in FinCEN’s regulatory framework, effectively narrowing the scope of BOI reporting obligations to foreign entities while providing broad relief to U.S. companies. The move aligns with Treasury’s evolving approach to corporate transparency and aims to streamline compliance obligations for domestic entities.

Entities affected by the rule should review their reporting obligations promptly and ensure compliance with the new deadlines. FinCEN may issue further guidance or modifications based on feedback received during the interim period.

For further details, businesses and compliance officers should refer to FinCEN’s official publications or consult legal professionals specializing in corporate compliance and anti-money laundering (AML) regulations.

Read the full release here.

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