FinCEN Beneficial Ownership Reporting Removed for US Companies

What the rule changes

The interim final rule revises the definition of "reporting company" so that it covers only entities formed under the law of a foreign country that have registered to do business in a US State or Tribal jurisdiction by filing with a secretary of state or similar office. These were previously known as "foreign reporting companies". Entities previously called "domestic reporting companies" are exempt.

As a result, every entity created in the United States, and its beneficial owners, is exempt from the requirement to report BOI to FinCEN. Foreign reporting companies that remain in scope will not have to report any US persons as beneficial owners, and US persons will not have to report BOI for any such entity in which they are a beneficial owner.

New deadlines for foreign companies

Foreign entities that meet the new definition and do not qualify for an exemption must file under new deadlines that run from publication of the interim final rule:

• companies registered to do business in the United States before publication must file BOI reports no later than 30 days from that date;
• companies registered on or after publication have 30 calendar days to file an initial report after receiving notice that their registration is effective.

Who is affected and what happens next

Millions of US small businesses, corporate service providers and their advisers no longer need to file or update BOI reports. Non-US groups with US-registered branches or entities formed abroad and registered to do business in a State remain subject to the regime, although without disclosure of US owners. FinCEN is accepting comments on the interim final rule and has said it intends to finalise the rule this year. Businesses should also check whether state-level transparency laws impose separate requirements.

Sources

• FinCEN: FinCEN Removes Beneficial Ownership Reporting Requirements for U.S. Companies and U.S. Persons (21 March 2025)
• US Department of the Treasury: Treasury announcement on Corporate Transparency Act enforcement (2 March 2025)