FinCEN Issues New Ruling Exempting U.S. Entities from BOI Reporting Requirements
In a significant update under the Corporate Transparency Act (CTA), the Financial Crimes Enforcement Network (FinCEN) published an interim final rule on March 26, 2025, that reshapes the definition of a “reporting company.”
What’s Changed?
All entities formed in the United States — previously known as “domestic reporting companies” — and their beneficial owners are now exempt from reporting beneficial ownership information (BOI) to FinCEN. The new rule limits the definition of “reporting company” to include only foreign entities that have registered to do business in a U.S. state or tribal jurisdiction.
Additionally, U.S. persons are no longer required to report BOI or provide BOI as beneficial owners of any reporting company.
Who Still Needs to Report?
Only foreign entities that meet the revised definition and do not qualify for other exemptions are still required to file BOI reports. Key deadlines include:
By April 25, 2025: For reporting companies registered before March 26, 2025.
Within 30 days of registration: For companies registered on or after March 26, 2025.
Important Note:
Existing guidance may not yet reflect these changes. Any information suggesting that U.S. companies or their beneficial owners must report BOI — or that BOI must be submitted before April 25, 2025 — should be disregarded.
We will continue to monitor updates from FinCEN and provide further guidance as it becomes available.
