Corporate Transparency Act Update

FinCEN Advises that U.S. Entities and Persons are Exempt from BOI Reporting Requirements

By Melissa Feldman

Last updated March 26, 2025

On March 21, 2025, the Financial Crimes Enforcement Network (“FinCEN”) issued an interim final rule removing the requirement for U.S. Companies and U.S. persons to report beneficial ownership information (BOI) to FinCEN. 

The interim final rule revises the definition of “reporting company” to mean only those entities that are formed under the law of a foreign country and that have registered to do business in any U.S. State or Tribal jurisdiction by the filing of a document with a secretary of state or similar office (formerly known as “foreign reporting companies”).  FinCEN also exempts entities previously known as “domestic reporting companies” from BOI reporting requirements.

Foreign entities that meet the new definition of “reporting company” and do not qualify for an exemption from the reporting requirements must report their BOI to FinCEN under new deadlines set forth in the interim final rule.  These foreign entities, however, 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.

FinCEN is accepting comments on this interim final rule and intends to finalize the rule this year.