The Financial Crimes Enforcement Network (FinCEN) published an interim final rule (“Rule”) in the Federal Register on March 26, 2025 (Federal Register :: Beneficial Ownership Information Reporting Requirement Revision and Deadline Extension), that removes the requirement for U.S. companies and U.S. persons to report beneficial ownership information (BOI) to FinCEN under the Corporate Transparency Act (CTA).
The Rule revises the regulatory definition of “reporting company” to mean only those entities that are formed under the law of a foreign country and that have registered to do business in any U.S. State or Tribal jurisdiction by the filing of a document with a secretary of state or similar office. In addition, the Rule exempts foreign reporting companies from having to report the BOI of any U.S. persons who are beneficial owners of the foreign reporting company and exempts U.S. persons from having to provide such information to any foreign reporting company for which they are a beneficial owner.
How did we get here?
Arguments against the CTA suggest that the reporting requirements are overly broad and burdensome for some small businesses. The CTA legislation was originally designed to combat illicit financial activities.
Before the Rule, a Treasury official noted that “in keeping with the Treasury’s commitment to reducing regulatory burden on businesses,” the agency would “assess its options to modify further deadlines or reporting requirements for lower-risk entities, including many U.S. small businesses, while prioritizing reporting for those entities that pose the most significant security risks.”
BOI Reporting Deadlines for Foreign Entities
Foreign entities that meet the new definition of a “reporting company” and do not qualify for an exemption from the reporting requirements must file a BOI report with FinCEN in accordance with the following deadlines:
- Foreign entity reporting companies registered to do business in the U.S. before March 26, 2025, must file on or before April 25, 2025.
- Foreign entity reporting companies registered to do business in the U.S. on or after March 26, 2025, have thirty (30) calendar days from the date they receive notice that their registration is effective to file an initial BOI report.
- Updated BOI reports are due within 30 calendar days after a change occurs. Corrected BOI reports are due within 30 calendar days after the reporting company becomes aware of, or has reason to know of, an inaccuracy.
Refer to FinCEN’s Questions and Answers document for additional information on the Rule: Interim Final Rule: Questions and Answers | FinCEN.gov.
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