FinCEN Removes BOI Reporting Requirement for U.S. Companies

The Financial Crimes Enforcement Network (FinCEN) has issued an interim final rule that modifies the reporting obligations under the Corporate Transparency Act (CTA). This development primarily affects U.S. companies and individuals, altering the requirements of beneficial ownership information (BOI) reporting.

Revised Definition of Reporting Company

Under the interim final rule, FinCEN has narrowed the definition of a “reporting company.” The revised definition now includes only foreign entities — companies formed under non-U.S. laws that are registered to do business in the U.S. by filing with a state or tribal authority.

As a result, U.S.-formed businesses and their beneficial owners are no longer subject to BOI reporting requirements. Only foreign entities that meet the new criteria and do not qualify for an exemption are required to report under the CTA.

Reporting Deadlines for Foreign Entities

Foreign entities that fall under the new definition must comply with the following deadlines:

• If registered to do business in the U.S. before March 22, 2025, they must file BOI reports within 30 days of that date.
• If registered on or after March 22, 2025, they must file BOI reports within 30 days of receiving notice that their registration is effective.

Importantly, U.S. persons who are beneficial owners of these foreign entities are not required to report separately.

Policy Implications

FinCEN’s rule follows an earlier announcement that it would no longer enforce the CTA for U.S. companies, nor apply penalties tied to the original reporting deadlines. The agency has stated it intends to finalize this rule later in 2025 after reviewing public comments.

The interim final rule is open to public comment, and FinCEN retains the authority to modify or finalize the regulation based on that feedback. Until then, U.S. entities are exempt, and only qualifying foreign companies are subject to BOI reporting requirements.

U.S. Companies That Previously Filed

For U.S. companies that submitted BOI reports before FinCEN issued the interim final rule, no further action is needed. While the filing is no longer required, it was informational and will not have any positive or negative effect on the beneficial owners who filed previously.

At LMC, we stay up to date on the latest changes to the Corporate Transparency Act (CTA) and its beneficial ownership reporting rules. Our goal is to provide our clients with clear and timely updates on any new developments.

If you have questions about the reporting requirements, please contact your LMC professional.