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FinCEN Narrows BOI Reporting: U.S. Companies Exempt, New Deadlines for Foreign Entities

Effective March 21, 2025, the Financial Crimes Enforcement Network (FinCEN) issued an interim final rule that significantly changes who must report Beneficial Ownership Information (BOI) under the Corporate Transparency Act (CTA).

What is an Interim Final Rule?

An interim final rule is a type of regulation issued by a U.S. federal agency that is effective immediately upon publication, but also subject to a public comment period. This rule is used when an agency believes there is a need to implement a rule quickly, often in response to urgent situations, changes in law, or emergencies, and cannot wait for the standard rulemaking process, which includes multiple stages of notice, comment, and finalization.

Here’s a breakdown of how it works:

1. Immediate Effect: The rule takes effect as soon as it’s published in the Federal Register, meaning the agency can begin enforcing it right away.
2. Public Comment: Even though it is effective immediately, the public is still invited to submit comments on the rule within a set period (usually 30 to 60 days). These comments can be used to adjust or revise the rule if necessary.
3. Finalization: After the comment period, the agency reviews the feedback and may make changes to the rule before issuing a final version. The final rule may differ from the interim final rule based on public input.

What’s Changing?

U.S. Entities and U.S. Persons Are No Longer Required to File

• U.S.-formed entities (formerly called “domestic reporting companies”) are now exempt from BOI reporting requirements.
• U.S. persons are not required to report BOI, even if they are beneficial owners of a foreign entity.
• The definition of a “reporting company” is now limited to foreign entities that register to do business in the U.S. through a secretary of state or similar office.

Who is Required to File?

Only foreign entities that:

• Are formed under the laws of a foreign country, and
• Have registered to do business in the U.S., and
• Do not qualify for an exemption under the CTA

must file a BOI report with FinCEN.

When Are BOI Reports Due?

For foreign reporting companies only:

What is a BOI Report?

A BOI report provides identifying details about a company and its beneficial owners, including:

• Company name and EIN
• Owner names, residential addresses, and government-issued ID numbers

Need Help?

Filing a BOI report involves legal considerations. While BOI reporting is ultimately a legal matter, we’re here to support you however we can.

Reminder: BOI filings can currently only be submitted through the FinCEN website.

FinCEN Is Accepting Comments?

FinCEN is gathering public input on this interim rule and intends to issue a final rule later this year. We’ll continue to monitor updates closely and keep you informed.

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To Recap Recent Developments:

• Dec. 3, 2024 – The U.S. District Court for the Eastern District of Texas issued a nationwide injunction enjoining enforcement of the CTA, suspending all reporting obligations under the act (Texas Top Cop Shop, Inc. v. McHenry – formerly, Texas Top Cop Shop v. Garland). This order was amended Dec. 5, 2024.
• Dec. 23, 2024 – The motions panel of the U.S. Court of Appeals for the Fifth Circuit granted a stay of the district court injunction. The stay by the Court of Appeals restored initial reporting deadlines for reporting companies. FinCEN responded by issuing an alert extending initial reporting deadlines.
• Dec. 26, 2024 – The merits panel of the Fifth Circuit vacated the stay issued by its motions panel, restoring the district court’s injunction and suspending reporting obligations under the CTA pending resolution of the appeal.
• Dec. 31, 2024 – The Department of Justice filed an application for stay with the U.S. Supreme Court requesting that the Dec. 5 injunction be stayed or narrowed while the case proceeds through the Fifth Circuit.
• Jan. 7, 2025 – The U.S. District Court for the Northern District of Texas issued a second nationwide injunction enjoining enforcement of the CTA, suspending all reporting obligations under the CTA (Smith v. U.S. Department of the Treasury).
• Jan. 23, 2025 – The U.S. Supreme Court granted a stay of the Dec. 3^rd injunction pending the disposition of the Texas Top Cop Shop appeal before the Fifth Circuit and the disposition of a petition for a writ of certiorari and related final judgment.
• Feb. 18, 2025 – The U.S. District Court for the Eastern District of Texas agreed to stay its Jan. 7, 2025, order until the appeal in the Smith case is completed.
• March 2, 2025 – The U.S. Treasury announces suspension of enforcement of CTA against U.S. citizens and domestic reporting companies.
• March 21, 2025 – The Financial Crimes Enforcement Network (FinCEN) issued 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.

If you have already filed your BOI report for any existing company, no further action is required now. We’ll continue to monitor developments closely and provide updates as they arise.