FinCEN Removes BOI Reporting Requirements for US Domestic Reporting Companies

Jeff Storch | 03.24.25

On March 21, 2025, the Financial Crimes Enforcement Network (FinCEN) issued an interim final rule removing the requirement for U.S. companies and U.S. persons to report beneficial ownership information (BOI) to FinCEN under the Corporate Transparency Act (CTA).

Under the interim final rule, FinCEN revised the definition of ​“reporting company” 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 exempted entities previously known as ​“domestic reporting companies” from BOI reporting requirements.

The effect is that entities created in the United States and their beneficial owners will be exempt from the requirement to report BOI. Foreign entities that do not qualify for an exemption must report their BOI to FinCEN under new deadlines, but will not be required to report any U.S. persons as beneficial owners. (Similarly, U.S. persons will not be required to report BOI with respect to any such entity for which they are a beneficial owner.)

FinCEN is accepting comments on this interim final rule and intends to finalize the rule this year. There have been many changes in BOI reporting requirements (as discussed in our prior articles) and it is possible the final rule will differ from the interim final rule. But for the foreseeable future, entities created in the U.S. are exempt from BOI reporting requirements and FinCEN will not enforce any beneficial ownership reporting penalties or fines against U.S. citizens or domestic reporting companies or their beneficial owners.

• Corporate Transparency Act (CTA)