U.S. Businesses Exempt from BOI Reporting Under New FinCEN Rule

What This Means for U.S. Businesses and Their Owners

On March 2, 2025, the United States Department of the Treasury announced that, with respect to the Corporate Transparency Act (CTA), not only will it not enforce any penalties or fines associated with the beneficial ownership information reporting rule under the existing regulatory deadlines, but it will further not enforce any penalties or fines against U.S. citizens or domestic reporting companies or their beneficial owners after the forthcoming rule changes take effect.  

Consistent with this announcement, the Financial Crimes Enforcement Network (FinCEN) is issuing an interim final rule that removes the requirement for U.S. companies and U.S. persons to report beneficial ownership information (BOI) under the CTA.

In the interim final rule, FinCEN has revised the definition of “reporting company” to mean only those entities that are formed under the law of a foreign country and have registered to do business in any U.S. State or Tribal jurisdiction.  FinCEN also exempts previously known as “domestic reporting companies” from BOI reporting requirements.

Through this interim final rule, all entities created in the United States (including those previously known as “domestic reporting companies”) and their beneficial owners will be exempt from the requirement to report BOI to FinCEN.  Foreign entities that meet the new definition of a “reporting company” and do not qualify for an exemption from the reporting requirements, must report their BOI to FinCEN under newly established deadlines.  In addition, foreign entities will not be required to report any U.S. persons as beneficial owners, and U.S. persons will not be required to report BOI with respect to any such entity for which they are a beneficial owner.