FinCEN Exempts US Companies from BOI Reporting

FinCEN Beneficial Ownership

Published March 26th, 2025

Detected April 7th, 2026

Summary

FinCEN published an interim final rule on March 26, 2025, exempting all US companies and their beneficial owners from Beneficial Ownership Information reporting requirements under the Corporate Transparency Act. The rule revised the definition of "reporting company" to include only foreign entities registered to do business in the US, eliminating obligations for domestic companies. Foreign reporting companies face new compliance deadlines.

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What changed

The interim final rule substantially narrows the scope of CTA beneficial ownership reporting by exempting all US entities (formerly domestic reporting companies) and US persons from BOI reporting obligations. Foreign entities that meet the new definition of reporting company and lack an exemption remain subject to reporting but with extended deadlines: companies registered before March 26, 2025 must file by April 25, 2025, while those registered on or after that date have 30 days from effective registration.

US companies and their beneficial owners no longer face any BOI reporting obligations under the CTA. Foreign entities operating in the US should verify their reporting status, ensure compliance with the new deadlines, and disregard prior guidance indicating US company reporting requirements. The rule represents a significant reduction in compliance burden for the domestic business community.

What to do next

Verify whether your entity qualifies as foreign or domestic under the revised definition
Foreign entities: file BOI reports by April 25, 2025 if registered before March 26, 2025
New foreign entities: file within 30 calendar days of receiving effective registration notice

Penalties

FinCEN announced it is not issuing fines or penalties in connection with BOI reporting deadlines.

Source document (simplified)

BOI Newsroom

All entities created in the United States — including those previously known as “domestic reporting companies” — and their beneficial owners are now exempt from the requirement to report beneficial ownership information (BOI) to the Financial Crimes Enforcement Network (FinCEN) under the Corporate Transparency Act (CTA).

FinCEN published an interim final rule on March 26, 2025, that revised the definition of “reporting company” in its regulations implementing the CTA to mean only those entities formed under the law of a foreign country 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 (formerly known as “foreign reporting companies”). FinCEN also formally exempted entities previously known as “domestic reporting companies” from the CTA’s reporting requirements.

Reporting companies now also do not need to report the BOI of any U.S. persons, and U.S. persons are exempt from having to provide BOI with respect to any reporting company for which they are a beneficial owner.

Foreign entities that meet the new definition of a “reporting company” and do not qualify for an exemption from the reporting requirements are required to file with FinCEN under new deadlines:

Reporting companies registered to do business in the United States before March 26, 2025, must file BOI reports by April 25, 2025.
Reporting companies registered to do business in the United States on or after March 26, 2025, have 30 calendar days to file an initial BOI report after receiving notice that their registration is effective. The guidance issued below has not yet been fully updated to account for this new interim final rule. Thus, any guidance here indicating that U.S companies, or their beneficial owners, must report BOI to FinCEN; that BOI must be reported for U.S. persons; or that reporting companies must report BOI before April 25, 2025, should be disregarded.

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