FinCEN Eliminates BOI Reporting for U.S. Companies under the Corporate Transparency Act | Pullman & Comley, LLC
On March 21, 2025 FinCEN published an interim final rule that eliminates “beneficial ownership information” (BOI) reporting requirements for all domestic companies.
The CTA was designed to create a federal database of BOI for legal entities — a move aimed at curbing illicit money laundering and shell company abuse. But after multiple court challenges and shifting enforcement positions, FinCEN has decided it will not enforce the law as written.
On March 2, the Department of the Treasury, the agency in charge of FinCEN, announced that it would not move forward with enforcement of the BOI reporting requirements under the CTA and would publish new regulations to remove the requirement. As promised, on March 21, FinCEN issued its interim final rule which fundamentally alters the CTA’s reporting framework.
Under the new rule:
- Only entities formed under foreign law and registered to do business in a U.S. State or Tribal jurisdiction (formerly “foreign reporting companies”) are subject to BOI reporting. Such existing foreign entities will now have 30 days to file and newly registered companies will have 30 days from their registration to file . No domestic beneficial owners will be required to file.
- All entities created in the United States — formerly known as “domestic reporting companies” — are now exempt from BOI reporting requirements.
As always, we will continue to monitor developments, including the finalization of this rule and any legislative efforts to reinstate or reframe the CTA. This includes states potentially creating and enforcing their own versions of the CTA.
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