FinCEN Eliminates BOI Reporting Requirement for U.S. Companies and U.S. Persons

In a sweeping reversal of policy, the Financial Crimes Enforcement Network (FinCEN) announced today that it has issued an interim final rule eliminating the Beneficial Ownership Information (BOI) reporting requirement for all U.S. companies and U.S. persons under the Corporate Transparency Act (CTA).

This unexpected but significant shift aligns with the Department of the Treasury’s March 2, 2025 announcement and is effective immediately, ahead of its formal publication in the Federal Register.

Key Changes Under the Interim Final Rule

No More BOI Reporting for U.S. Entities FinCEN has revised the definition of “reporting company” to include only:

• Entities formed under the laws of a foreign country, and
• Registered to do business in any U.S. state or tribal jurisdiction by filing with a secretary of state or similar office (previously referred to as “foreign reporting companies”).

This means:

• All entities created in the United States are now fully exempt from BOI reporting under the CTA.
• U.S. persons will no longer be subject to any BOI disclosure obligations as beneficial owners.

New Rules for Foreign Entities

Entities formed outside the U.S. but registered to do business here may still be required to report BOI — but only if they do not qualify for one of the CTA's existing exemptions. The new rules include the following deadlines:

• Foreign Entity Status
• BOI Filing Deadline
• Registered before March 26, 2025
• 30 days from March 26, 2025
• Registered on or after March 26, 2025

30 days from notice that registration is effective Importantly, even for these foreign entities:

• No U.S. persons need to report BOI as beneficial owners.
• No Enforcement for Domestic Entities

FinCEN has clarified that:

• It will not enforce any BOI-related penalties or fines against U.S. citizens, domestic reporting companies, or their beneficial owners.
• All exemptions and deadline extensions in this interim final rule are considered effective immediately.

What This Means for You

This is a monumental rollback of the CTA’s original reach. Effective today:

• U.S.-formed LLCs, corporations, and other domestic entities no longer need to file BOI reports.
• U.S. individuals will not be treated as beneficial owners for any reporting purpose under the CTA.
• Only foreign entities registered to do business in the U.S. — and not otherwise exempt — must comply with the CTA’s reporting obligations.

Next Steps:

If you previously began preparing BOI filings for U.S. entities or U.S. persons, those efforts can now be suspended. For clients with foreign entities operating in the U.S., we recommend a fresh review to determine if a reporting obligation still applies under the narrowed rule.

Please contact us with any questions or to reassess your CTA compliance strategy.

If you would like more information regarding this topic please contact Thomas S. Tripodianos at ttripodianos@wbgllp.com or call (914) 607-6440