On March 26, 2025, FinCEN issued an interim final rule removing the beneficial ownership reporting requirement for domestic U.S. persons & entities under the Corporate Transparency Act.
The definition of “reporting company” will now be limited to entities formed under the law of a foreign country and that have registered to do business in the United States.
Foreign entities that do not qualify for an exemption from the reporting requirements must report their BOI to FinCEN under new deadlines. Foreign entity beneficial ownership reporting requirements will not apply U.S. persons. U.S. persons will not be required to report BOI.
The following deadlines will apply for foreign entities that are reporting companies:
- Reporting companies registered in the U.S. before March 26, 2025 must file BOI reports no later than 30 days from such date.
- Reporting companies registered in the U.S. on or after March 26, 2025 have 30 calendar days to file an initial BOI report after receiving notice that such registration is effective.
FinCEN will not enforce any beneficial ownership reporting penalties or fines against U.S. citizens or domestic reporting companies or their beneficial owners.
FinCEN is accepting comments through May 27, 2025 and will consider additional exemptions noted in such comments for the final rule expected to be adopted by the end of 2025.
If your business structure involves foreign entities registered to do business in the United States, please feel free to reach out to Craig Bronsnick () and Taylor Higgins () to assess any reporting requirements that may apply.
