Federal: FinCEN’s New Interim Rule Simplifies BOI Reporting for U.S. Entities

What happened?

On March 26, 2025, the Financial Crimes Enforcement Network (FinCEN) issued an interim final rule (the “Interim Rule”) that exempts domestic entities and U.S. persons from reporting beneficial ownership information (BOI) under the Corporate Transparency Act (CTA)

Overview:

FinCEN is adopting this interim final rule to narrow the existing BOI reporting requirements under the CTA to require only entities previously defined as “foreign reporting companies” to report BOI.

Impact and Next Steps

• Compliance Burden: The Interim Rule significantly reduces compliance burdens for domestic businesses.

• Legal Implications: The rule may affect ongoing legal challenges to the CTA and raises questions about FinCEN’s authority to modify the statute.

• Public Comments: FinCEN accepts comments on the Interim Rule until May 27, 2025, and plans to finalize the rule later this year.
  

Additional Details:

Key Developments

1. Definition Change: Only entities formed under foreign laws and registered to do business in the U.S. are now considered “reporting companies.” Domestic entities are exempt from BOI reporting requirements.

2. Exemption for U.S. Persons: Foreign reporting companies are not required to report BOI for U.S. persons. The entity is exempt from reporting BOI if all beneficial owners are U.S. persons.

3. Special Rule for Foreign Pooled Investment Vehicles (PIVs): Foreign PIVs must report BOI for non-U.S. persons with substantial control. Only the non-U.S. person with the greatest authority must be reported if multiple individuals have substantial control.

4. Reporting Deadlines: Foreign entities registered before the publication date of the Interim Rule must file BOI reports within 30 days of that date. Entities registered after the publication date have 30 days from their registration effective date to report.

Source References

• FinCEN Federal Register – Beneficial Ownership Information Reporting Requirement Revision and Deadline Extension – Interim Final Rule
• Home Treasury Department Press Release – U.S. Department of the Treasury Announces Publication of Interim Final Rule Removing Reporting Requirements for U.S. Companies and U.S. Persons
• FinCEN Press Release – FinCEN Removes Beneficial Ownership Reporting Requirements for U.S. Companies and U.S. Persons, Sets New Deadlines for Foreign Companies

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