The Financial Crimes Enforcement Network (FinCEN) has issued an interim final rule that removes the requirement for U.S. companies and U.S. persons to report beneficial ownership information (BOI) under the Corporate Transparency Act. This decision aligns with a previous announcement by the U.S. Department of the Treasury on March 2, 2025.
The new rule redefines "reporting company" to include only entities formed under foreign laws that have registered to conduct business in any U.S. state or tribal jurisdiction through a formal filing process. These entities were previously referred to as "foreign reporting companies." As a result, entities created within the United States, including those formerly known as "domestic reporting companies," are now exempt from BOI reporting requirements.
Foreign entities that fit the updated definition of a "reporting company" must adhere to new deadlines for submitting their BOI reports to FinCEN unless they qualify for an exemption. Importantly, these foreign entities will not need to report any U.S. persons as beneficial owners, nor will U.S. persons be required to submit BOI regarding such entities where they hold beneficial ownership.
For foreign reporting companies already registered in the United States before this interim final rule's publication date, there is a 30-day deadline from that date to file their BOI reports. Those registering on or after this date have 30 calendar days from receiving notice of effective registration to submit their initial BOI report.
FinCEN is currently accepting comments on this interim final rule and plans to finalize it within the year.
