FinCEN Dramatically Narrows BOI Reporting Rules for U.S. Companies
In a major regulatory shift, the U.S. Department of the Treasury and the Financial Crimes Enforcement Network (FinCEN) have dramatically scaled back the scope of the Corporate Transparency Act (CTA). As of March 26, 2025, all U.S.-formed companies and U.S. persons are exempt from Beneficial Ownership Information (BOI) reporting requirements. Only foreign entities that register to do business in the United States now fall within the scope of the rule.
This change was made via an interim final rule (IFR) issued by FinCEN and reflects the Treasury Department’s reassessment of the balance between transparency and regulatory burden, particularly following recent litigation and a shift in administration policy. ring a pause on enforcement actions related to CTA noncompliance.
What This Means for Your Business
If your business is U.S.-formed: You are no longer required to file a BOI report with FinCEN.
If your business is foreign-formed but registered in the U.S.: You still must file BOI—but only for non-U.S. beneficial owners.
If you already filed a BOI report: FinCEN has not yet provided guidance on whether these reports will be purged or remain in the system. Stay tuned for updates.
Next Steps
Domestic companies may discontinue compliance efforts related to the CTA—but should continue monitoring in case future litigation or rulemaking reverses course.
Foreign companies with non-U.S. beneficial owners should file BOI reports by the applicable deadline.
Legal counsel can help assess ongoing risk and determine whether further action is necessary in light of the IFR and potential for future rule changes.
Key Takeaways
U.S. Companies and U.S. Persons No Longer Required to Report.
The new rule removes all entities formed under U.S. law—including LLCs, corporations, and similar entities—from the definition of a “reporting company.” As a result, these entities and their beneficial owners are no longer required to file BOI reports with FinCEN. Likewise, U.S. persons are no longer required to report their beneficial ownership in any entity.
BOI Reporting Now Applies Only to Foreign Entities.
Entities formed under foreign law and registered to do business in a U.S. state by filing with a secretary of state (or equivalent agency) are now the only entities required to report BOI under the CTA—unless they qualify for a specific exemption. Foreign reporting companies are also not required to report BOI for beneficial owners who are U.S. persons. Only non-U.S. beneficial owners must be disclosed.
3. New Filing Deadlines for Foreign Reporting Companies
Foreign Entities registered before March 26, 2025: Must file BOI reports by April 25, 2025.
Foreign Entities registered on or after March 26, 2025: Have 30 calendar days after receiving notice of their effective registration to file.
Changes to previously filed BOI: Must be reported within 30 days of the change.
4. Comment Period Open Until May 27, 2025
FinCEN is accepting public comments on the IFR. While the rule is already in effect, it is not yet final. FinCEN may revise the rule based on feedback, though the Treasury has clearly signaled a long-term intent to narrow the CTA’s reach.
Background: Why the Change?
The shift follows months of litigation that challenged the constitutionality of the CTA and resulted in multiple court-ordered injunctions. On March 2, 2025, Treasury announced it would halt enforcement of BOI reporting requirements for U.S. citizens and domestic companies. The March 26, 2025, IFR formalizes this policy change.
The new rule reflects broader deregulation under Executive Order 14192, issued by the President on January 31, 2025. The order emphasized reducing regulations on small businesses and questioned the practical utility of BOI data collected from U.S.-based entities.
If you have questions about how these developments impact your organization—or whether your entity still qualifies as a reporting company, contact us today for guidance and support.