BOI Reporting Requirements for U.S. Companies and U.S. Persons Removed by FinCEN

On March 21, 2025, the U.S. Department of the Treasury's Financial Crimes Enforcement Network ("FinCEN") issued an interim final rule ("IFR") removing the requirement for U.S. companies and U.S. persons to report beneficial ownership information ("BOI") to FinCEN under the Corporate Transparency Act. Per FinCEN's announcement:

In that interim final rule, FinCEN revises the definition of “reporting company” in its

implementing regulations 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. Thus, through this interim final rule, all entities created in the United States — including

those previously known as “domestic reporting companies” — and their beneficial owners will be exempt from the requirement to report BOI to FinCEN.

The announcement addresses "foreign entities" as well, stating that those entities which:

1) Meet the new meaning of a “reporting company” and

2) Do not qualify for an exemption from the reporting requirements, must report their BOI to FinCEN in accordance with certain deadlines upon publication of the IFR. Foreign reporting companies registered to do business in the U.S. before the date of publication of the IFR must file BOI reports no later than 30 days from that date. Foreign reporting companies registered to do business in the U.S. on or after the date of publication of the IFR have 30 calendar days to file an initial BOI report after receiving notice that their registration is effective. That said, foreign companies 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.

For more information regarding the BIO filing requirements or any other business-related legal issues, please contact Shawn P. Dontigney at sdontigney@spdlawllc.com or 860.338.4997.

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