FinCEN Drops BOI Reporting for U.S. Companies, Keeps Rules for Foreign Entities | Nelson Mullins Riley & Scarborough LLP
On March 21, FinCEN released a statement that echoes the U.S. Department of the Treasury’s announcement on March 2, removing all beneficial ownership reporting obligations for U.S. companies and persons under the Corporate Transparency Act. This development is an “interim final rule,” which revises FinCEN’s definition of “reporting company” to no longer include “domestic reporting companies,” as previously defined. Thus, any entity formed under the laws of a foreign country that have also registered to do business in any U.S. state or Tribal jurisdiction must continue to comply with BOI reporting requirements.
FinCEN provided guidance for the foreign companies, stating that those companies registered to do business before this Interim Final Rule (the “IFR”) must file BOI reports no later than 30 days after the date of publication of the IFR, and companies that registered to do business on or after the date of IFR publication must file an initial BOI report within 30 days of receiving notice that their registration is valid.
The IFR took effect on March 26, 2025, and will likely have the impact of reducing the number of entities that must comply with BOI reporting obligations from 32 million to around 20,000.
FinCEN is welcoming public commentary on the IFR and plans to provide further confirmation of this ruling in 2025, but in effect, the IFR marks the end of reporting obligations for a substantial majority of entities previously subject to the Reporting Rule.
