Entities created in the United States not required to file
As promised, on March 21, 2025, the Financial Crimes Enforcement Network (FinCEN) issued an interim final rule that officially removes the requirement for U.S. companies to file beneficial ownership information (BOI) reports under the Corporate Transparency Act (CTA).
This means that all entities created in the United States are not required to file BOI reports, nor is there any requirement to provide corrected or updated BOI information if an entity previously filed a report. This ruling also exempts foreign reporting companies (see more below) from reporting BOI for any U.S. persons who are beneficial owners.
The ruling has revised the definition of a “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”).”
If an entity meets the new definition of a “reporting company” as outlined above, the following deadlines apply:
- Those registered to do business in the U.S. before March 26, 2025, now have an additional 30 days from March 26, 2025 (until April 25, 2025) to file their BOI reports.
- Those registered to do business in the U.S. on or after March 26, 2025, have 30 calendar days from their registration’s effective date to file an initial BOI report.
A link to the full initial FinCEN news release can be found here. On March 26, 2025 FinCEN updated a clarifying FAQ, found here, outlining the deadlines as noted above.
While the decisions on BOI reporting have flip-flopped over the past several months it does appear that FinCEN and the U.S. Department of Treasury have finally settled on a ruling that brings much needed relief to U.S.-based businesses and owners.
If you are involved with a foreign owned business that meets the requirement to report BOI we strongly encourage you to speak with your attorney regarding the BOI filing.