FinCEN Removes BOI Reporting Requirements for US Companies and Persons

The Department of the Treasury’s Financial Crimes Enforcement Network (FinCEN) has issued an interim final rule that eliminates the requirement for US companies and persons to report Beneficial Ownership Information (BOI). All entities created in the US and their beneficial owners will now be exempt from BOI reporting requirements.

Foreign entities that meet the new definition of a “reporting company” and do not qualify for an exemption must still report their BOI to FinCEN. However, these foreign entities will not be required to report US persons as beneficial owners, and US persons will not be required to report BOI for foreign entities of which they are beneficial owners.

The interim final rule is scheduled for publication on March 26, 2025. Foreign entities registered to do business in the US before that date must file BOI reports no later than 30 days from publication. Foreign entities registered to do business in the US on or after the date of publication have 30 calendar days to file an initial BOI report after receiving notice their registration is effective. But as noted above, US companies and persons no longer have to file.

FinCEN is accepting comments on this interim final rule and intends to finalize the rule this year.

If you have questions about the Corporate Transparency Act’s BOI compliance and reporting obligations, contact one of our attorneys.