On March 21, 2025, the Financial Crimes Enforcement Network (FinCEN) issued an Alert stating that all entities created in the U.S.—including those previously known as “domestic reporting companies”—and their beneficial owners are exempt from the requirement to report beneficial ownership information (BOI) to FinCEN.
Concurrent with the Alert, FinCEN issued an interim final rule, which became effective today, March 26, 2025, upon publication in the Federal Register, that revises and narrows 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, in the interim final rule, expressly exempts entities previously known as “domestic reporting companies” from BOI reporting requirements. Accordingly, pursuant to the interim final rule, entities previously known as “domestic reporting companies” are no longer required to report any BOI to FinCEN, or update or correct any BOI previously reported to FinCEN. In its Alert, FinCEN announced that it would be applying all exemptions and deadline extensions in the interim final rule as of March 21, 2025, and will further not enforce any BOI reporting penalties or fines against U.S. citizens or domestic reporting companies or their beneficial owners.
With limited exceptions, the interim final rule does not change the existing requirement for foreign reporting companies to file BOI reports. However, it extends the deadline for these foreign entities to file initial BOI reports, and to update or correct previously filed BOI reports, to April 25, 2025, which date is 30 days from the date of publication of the interim final rule in the Federal Register. Foreign reporting companies registered to do business in the U.S. on or after today, March 26, 2025, will have 30 calendar days to file an initial BOI report after receiving notice that their registration is effective. These foreign entities, however, will not be required to report the BOI of any U.S. persons who are beneficial owners of the foreign reporting company and exempts U.S. persons from having to provide such information to any foreign reporting company for which they are a beneficial owner. Similarly, FinCEN revised its special rule associated with foreign pooled investment vehicles to exempt such entities from having to report any BOI of U.S. persons who exercise substantial control over the foreign pooled investment vehicle.
FinCEN is accepting comments on its interim final rule, has announced that it will assess the exemptions (as appropriate) in light of those comments, and intends to issue a final rule later this year. Therefore, the interim final rule is not yet the final word in our CTA saga, and the exemptions could yet again change upon the rule being finalized and/or because of further litigation. However, with the recent ever shifting filing deadlines, changing status of nationwide court orders, and governmental announcements regarding enforcement (or lack thereof), these new exemptions bring relief and some clarity for many small businesses operating in the U.S. for now.
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