BOI reporting removed for US companies and persons

On March 26, 2025, FinCEN's interim final rule that removed the requirement for United States companies and US persons to submit beneficial ownership information (BOI) reporting under the Corporate Transparency Act (CTA) was published in the Federal Register.

The CTA is a US law that is designed to enhance law enforcement’s ability to combat money laundering, terrorist financing and other illicit activities by increasing transparency with respect to owners of closely held business structures. The CTA mandates certain businesses to file information about their beneficial owners into a database established by the Financial Crimes Enforcement Network (FinCEN).See our previous coverage of changes to the CTA and reporting requirements in the below links.

In its interim final rule, FinCEN revised the definition of “reporting company” to include only what were previously referred to as “foreign reporting companies.” With this most recent update, a “reporting company” is any entity that is: (a) a corporation, limited liability company or other entity; (b) formed under the law of a foreign country; and (c) registered to do business in any State or tribal jurisdiction by the filing of a document with a secretary of state or any similar office under the law of that State or Indian tribe.

Entities previously defined as “domestic reporting companies” are no longer required to report BOI to FinCEN. Therefore, all entities created in the US and their beneficial owners are no longer required to report their BOI.

FinCEN clarified in its alert that foreign entities will not be required to report any US persons as beneficial owners, and any US person who is a beneficial owner of a non-exempt foreign entity will not be required to report BOI.

Foreign entities that were registered to do business in the US on or before March 26, 2025, and qualify under the revised “reporting company” definition have 30 days from March 26, 2025 to file BOI reports. Otherwise, any reporting company going forward must file its BOI reports starting 30 calendar days after its initial registration to do business in the US is effective (if after March 26, 2025).

For more information on the zig-zagging of the previous court orders, see our prior analysis:

• “US government still pausing the Corporate Transparency Act enforcement, despite US Supreme Court win”
• “Corporate Transparency Act reporting requirements on pause...again”
• “A Texas-sized injunction for the Corporate Transparency Act”

For more information on the reporting requirements and common pitfalls of the CTA, see:

• “The Corporate Transparency Act is here—are you ready?”
• “New year, new reporting requirements”