FinCEN Removes BOI Reporting for U.S. Companies, Introduces New Deadlines for Foreign Companies

On March 21, 2025, the Financial Crimes Enforcement Network (FinCEN) issued an interim final rule revising the beneficial ownership information (BOI) reporting requirements under the Corporate Transparency Act. The new rule eliminates the obligation for U.S. companies and U.S. persons to report their BOI to FinCEN, narrowing the scope of who must comply.

What Does This Update Mean?

Only foreign companies registered to do business in the United States will be required to report their BOI to FinCEN. U.S. companies, as well as U.S. persons who are beneficial owners of foreign companies, are exempt from this reporting requirement.

What Led to These Changes?

The developments leading to these changes began in December 2024, when the U.S. Treasury lifted the nationwide injunction against the CTA, allowing FinCEN to restore the reporting obligations under the original rule. FinCEN granted a compliance grace period that was set to end on March 21, 2025.

However, on February 27, 2025, FinCEN announced it would suspend enforcement of the CTA until the compliance deadlines could be formally extended. On March 2, 2025, the U.S. Treasury clarified that enforcement against U.S. persons would be suspended, and a rulemaking process would begin to narrow the scope of the BOI rule to focus solely on foreign reporting companies.

New Deadlines for Foreign Companies

Foreign entities that qualify as “reporting companies” under the revised rule must file their BOI with FinCEN by the following deadlines:

• Foreign companies that were registered to do business in the U.S. before March 21, 2025, must file their BOI reports within 30 days of this rule’s publication date.
• Foreign companies registered to do business in the U.S. on or after March 21, 2025, will have 30 calendar days after receiving notice of their registration to submit an initial BOI report.

For more details, visit FinCEN.gov.