FinCEN Removes BOI Reporting Requirements for U.S. Companies and U.S. Persons

There may be additional challenges and court rulings that continue to impact Beneficial Ownership Information (BOI) filing requirements. For the most recent updates, visit the FinCEN BOI information page.

The Corporate Transparency Act introduced a new reporting requirement for BOI, which went into effect Jan. 1, 2024. Enforced by the Financial Crimes Enforcement Network (FinCEN), the requirement states that reporting companies must disclose detailed information about their Beneficial Owners and Company Applicants. Many rulings have been handed down from FinCEN, the Department of Treasury, and the courts in recent months related to this law.

The most recent ruling came on March 21, 2025, from FinCEN announcing that it is issuing an interim final rule that removes the requirement for U.S. formed companies and U.S. persons to report beneficial ownership information to FinCEN. In the interim final rule, FinCEN revises the regulatory definition of “reporting company” to mean only those entities formed under the laws of a foreign country and that have registered to do business in any U.S. state (or tribal jurisdiction). Registration is usually in the form of filing a document with the secretary of state or similar office.

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 beneficial ownership information to FinCEN under new deadlines. These 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 beneficial ownership information with respect to any such entity for which they are a beneficial owner.

Important Deadlines

The following deadlines apply for foreign entities that are reporting companies:

• Reporting companies registered to do business in the U.S. before March 26, 2025, must file BOI reports no later than April 25, 2025.
• Reporting companies registered to do business in the U.S. on or after March 26, 2025, have 30 calendar days to file an initial BOI report after receiving notice that their registration is effective.

Implications for States

There are a few jurisdictions – New York (LLCs), Pennsylvania, South Dakota (specific to agricultural land ownership), and Washington, D.C. – that currently have beneficial ownership reporting requirements. Other states have proposals in various stages of the legislative process that would adopt some variation of the federal standard. It is unknown at this time what impact, if any, this change in federal guidance will have on those rules. For the most up-to-date information on state reporting requirements, companies should reach out to an attorney.

Legal Counsel Recommended

It is unclear how much authority the Department of Treasury or FinCEN has to modify the statute that was passed by Congress, but it is clear that the only enforcement will be for reporting companies as defined in the interim final rule. It is important to consult legal counsel as this guidance could change, especially given that it is a significant departure from the law as written in the Corporate Transparency Act.

For more information, please visit the FinCEN BOI information page.