Beneficial Ownership Reporting - Interim Final Rule Exempts US Entities

FinCEN Beneficial Ownership

Published March 21st, 2025

Detected April 7th, 2026

Summary

FinCEN issued an interim final rule removing beneficial ownership information (BOI) reporting requirements for U.S. companies and U.S. persons under the Corporate Transparency Act. The rule narrows the definition of "reporting company" to only foreign entities registered to do business in the U.S. Foreign reporting companies must file BOI reports within 30 days of publication or registration notice. U.S. entities and beneficial owners are fully exempt from CTA reporting obligations.

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What changed

FinCEN's interim final rule removes all BOI reporting requirements for domestic U.S. entities created under state or tribal law, effectively exempting domestic companies and their beneficial owners from Corporate Transparency Act obligations. The rule redefines "reporting company" to include only foreign entities registered to do business in the U.S., which must now submit BOI reports within 30 days of registration notice (or within 30 days of March 26, 2025 for existing registrations). U.S. persons are not required to report BOI for any foreign entities.

U.S. companies previously required to file BOI reports with FinCEN no longer have any reporting obligations under this rule. Foreign companies registering in U.S. states now face a 30-day deadline to submit BOI information. Financial institutions and compliance teams should update procedures to reflect the narrowed scope and monitor for the final rule expected later in 2025.

What to do next

Determine whether your entity is a foreign company registered in the U.S
File initial BOI report within 30 days if classified as a foreign reporting company
Monitor for final rule publication and potential further changes

Source document (simplified)

FinCEN Removes Beneficial Ownership Reporting Requirements for U.S. Companies and U.S. Persons, Sets New Deadlines for Foreign Companies

Immediate Release

March 21, 2025

WASHINGTON ––Consistent with the U.S. Department of the Treasury’s March 2, 2025 announcement, the Financial Crimes Enforcement Network (FinCEN) is issuing an interim final rule that removes the requirement for U.S. companies and U.S. persons to report beneficial ownership information (BOI) to FinCEN under the Corporate Transparency Act.

In that interim final rule, FinCEN revises the definition of “reporting company” in its implementing regulations to mean 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 (formerly known as “foreign reporting companies”). FinCEN also exempts entities previously known as “domestic reporting companies” from BOI reporting requirements.

Thus, through this interim final rule, all entities created in the United States — including those previously known as “domestic reporting companies” — and their beneficial owners will be exempt from the requirement to report BOI to FinCEN. 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 under new deadlines, detailed below. These foreign entities, however, will not be required to report any U.S. persons as beneficial owners, and U.S. persons will not be required to report BOI with respect to any such entity for which they are a beneficial owner.

Upon the publication of the interim final rule, the following deadlines apply for foreign entities that are reporting companies:

Reporting companies registered to do business in the United States before the date of publication of the IFR must file BOI reports no later than 30 days from that date.
Reporting companies registered to do business in the United States on or after the date of publication of the IFR have 30 calendar days to file an initial BOI report after receiving notice that their registration is effective. FinCEN is accepting comments on this interim final rule and intends to finalize the rule this year.

For more information, see Interim Final Rule: Questions and Answers.