Key Takeaways
- FinCEN’s interim final rule requires only entities previously defined as “foreign reporting companies” to report BOI
- Entities previously defined as “domestic reporting companies” do not have to file initial, updated, or corrected BOI reports
- New filing deadlines are set for foreign reporting companies
- Foreign reporting companies do not have to report the BOI of beneficial owners who are U.S. persons
- S. persons do not have to provide their BOI to foreign reporting companies for which they are beneficial owners
On March 21, 2025, the Financial Crimes Enforcement Network (FinCEN) issued an interim final rule 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 interim final rule went into effect on March 21, 2025.
More specifically, the interim final rule revises the reporting rule, originally issued in September of 2022, in the following ways:
1. Definition of reporting company
Interim final rule provision – A reporting company is defined as any entity that is:
(A) a corporation, limited liability company, or other entity;
(B) formed under the law of a foreign country; and
(C) registered to do business in any State or tribal jurisdiction by the filing of a document with a secretary of state or any similar office under the law of that State or Indian tribe.
How this differs from original rule – Under the original rule, domestic and foreign corporations, LLCs, or entities could be reporting companies. References to a “domestic reporting entity” found in the definition of reporting company in the original rule were deleted. In addition, it is no longer necessary to use the term “foreign reporting company” because all reporting companies are now foreign.
2. Timing of reports
Interim final rule provision - Any entity that becomes a reporting company on or after the date of publication of the interim final rule in the federal register is required to file a BOI report within 30 calendar days of the earlier of the date on which it receives actual notice that it has been registered to do business or the date on which a secretary of state or similar office first provides public notice.
Any entity that became a reporting company before the date of publication of the interim final rule in the federal register is required to file a report no later than 30 days after the date of publication.
The provisions regarding updating and correcting BOI reports only apply to reporting companies after the date of publication of the interim final rule in the federal register.
How this differs from the original rule - All references to the timing of reports for domestic reporting companies are deleted as they are no longer required to file BOI reports. Originally, foreign reporting companies that were registered before January 1, 2024 had to file their initial BOI report by January 1, 2025.
3. Content of initial report regarding the reporting company
Interim final rule provision - The initial report of a reporting company shall include the following information for the reporting company:
(A) The full legal name of the reporting company;
(B) Any trade name or “doing business as” name of the reporting company;
(C) A complete current address consisting of:
(1) In the case of a reporting company with a principal place of business in the United States, the street address of such principal place of business; and
(2) In all other cases, the street address of the primary location in the United States where the reporting company conducts business;
(D) The foreign jurisdiction of formation of the reporting company;
(E) The State or Tribal jurisdiction where the reporting company first registers; and
(F) The Internal Revenue Service (IRS) Taxpayer Identification Number (TIN) (including an Employer Identification Number (EIN)) of the reporting company, or where a reporting company has not been issued a TIN, a tax identification number issued by a foreign jurisdiction and the name of such jurisdiction.
How this differs from the original rule - The interim final rule revised (D), (E), and (F) to remove the now unnecessary references to information that had to be reported by foreign reporting companies but not domestic reporting companies.
No changes were made to the information required of the reporting company’s beneficial owners or company applicants.
4. Special rule for foreign pooled investment vehicles
Interim final rule provision - The BOI report of a foreign pooled investment vehicle is required to include the personal information solely with respect to an individual who exercises substantial control over the entity if that individual is not a United States person. If more than one individual exercises substantial control over the entity and at least one of those individuals is not a United States person, the entity shall report information with respect to the individual who is not a United States person who has the greatest authority over the strategic management of the entity.
How this differs from the original rule - Under the original rule, BOI for the individual with substantial control was required to be reported by a foreign pooled investment vehicle regardless of whether the individual was a United States or foreign person.
5. Exemption from reporting for domestic entities
Interim final rule provision – An entity is not a reporting company if it qualifies for an exemption. A new 24th exemption is added for domestic entities. A domestic entity is defined as any entity that is:
(A) A corporation, limited liability company, or other entity; and
(B) Created by the filing of a document with a secretary of state or any similar office under the law of a State or Indian tribe.
How this differs from the original rule - Under the original rule, corporations, limited liability companies, or other entities created by the filing of a document with a secretary of state or similar office were required to file a BOI report unless they qualified for one of the 23 exceptions set forth in the original rule.
6. Exception from definition of beneficial owner for a minor child
Interim rule provision - There is an exception from being considered a beneficial owner for a minor child, as defined under the law in which the reporting company is first registered provided the reporting company reports the required information of a parent or legal guardian.
How this differs from the original rule - References to “domestic” and “foreign” reporting companies found in the original rule were deleted due to the definition of a reporting company now only including foreign companies.
7. Exemptions from the reporting of BOI of United States persons
Interim final rule provision – Reporting companies are exempt from having to report the beneficial ownership information of any United States persons who are beneficial owners. In addition, United States persons are exempt from the requirement to provide beneficial ownership information with respect to any reporting company for which they are a beneficial owner.
How this differs from original rule - Foreign reporting companies were required to report the BOI of U.S. persons who were beneficial owners. In addition, U.S. persons were not exempt from the requirement to provide BOI to any foreign reporting company for which they were a beneficial owner.
8. Definition of company applicant
Interim final rule provision - A company applicant is defined as (1) the individual who directly files the document that first registers the reporting company and (2) the individual who is primarily responsible for directing or controlling such filing if more than one individual is involved in the filing of the document.
How this differs from original rule - All references to “domestic” or “foreign” reporting companies are deleted as domestic entities no longer file BOI reports and all reporting companies are foreign.
Who is a United States person?
The interim final rule does not revise the definition of “United States person” that is found in the original rule. The original rule states that the term “United States person” has the meaning given the term in section 7701(a)(30) of the Internal Revenue Code of 1986. Sec. 7701(a)(30) states as follows:
The term “United States person” means-
(A) a citizen or resident of the United States,
(B) a domestic partnership,
(C) a domestic corporation,
(D) any estate (other than a foreign estate within the meaning of paragraph (31)), and
(E) any trust if—
(i) a court within the United States is able to exercise primary supervision over the administration of the trust, and
(ii) one or more United States persons have the authority to control all substantial decisions of the trust.
In addition, in an alert posted on its website on March 21, FinCEN stated that it will not enforce any beneficial ownership reporting penalties or fines against U.S. citizens or domestic reporting companies or their beneficial owners.
