Date: March 24, 2025
On March 21, 2025, the Financial Crimes Enforcement Network (“FinCEN”) issued an interim final rule that eliminates the requirement for U.S. Companies and U.S. persons to report beneficial ownership information (“BOI”) to FinCEN, pursuant to the Corporate Transparency Act (“CTA”).
These changes are consistent with the March 2, 2025, announcement released by the United States Department of Treasury, which stated the Treasury intended to narrow the scope of the rules to foreign reporting companies only and it would not enforce any penalties or fines against U.S. citizens or domestic reporting companies or their beneficial owners after any forthcoming rule changes take effect.
What This Means for U.S. Companies
In this interim final rule, entities previously defined as “domestic reporting companies” are exempted from the reporting requirements and do not have to report BOI to FinCEN, or update or correct BOI previously reported to FinCEN.
While entities previously defined as “foreign reporting companies” remain subject to BOI reporting requirements, they are no longer required to report the BOI of any U.S. persons who are beneficial owners of the foreign reporting company, and U.S. persons are exempt from having to provide such information to any foreign reporting company for which they are a beneficial owner.
The definition of “reporting company” under the interim final rule now means only those entities that are formed under the law of a foreign country and that have registered to do business in any U.S. State or Tribal jurisdiction by the filing of a document with a secretary of state or similar office. Consequently, all entities created in the United States and their beneficial owners will be exempt from the requirement to report BOI to FINCEN.
What This Means for Foreign Companies Doing Business in the U.S.
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 by April 20, 2025
Need Assistance?
The full interim final rule is available for download here – BOI Reporting Requirement Revision and Deadline.
For any questions or assistance with your BOI filing or compliance under the CTA, please contact: Jill Braunstein at [email protected], Vivian Breier at [email protected], or reach out to our corporate department at [email protected] or call 516-328-2300.
