ARTICLE
28 March 2025

Domestic BOI Reporting Requirements Ended; Foreign Companies Must Still Report

B
Benesch Friedlander Coplan & Aronoff LLP

Contributor

Benesch is an Am Law 200 business law firm with more than 400 attorneys and offices in Cleveland, Chicago, Columbus, New York, San Francisco, Shanghai and Wilmington. The firm is known for providing highly sophisticated legal services to national and international clients that include public and private, middle market and emerging companies, as well as private equity funds, entrepreneurs and not-for-profit organizations.

On March 21, 2025, the Financial Crimes Enforcement Network (FinCEN) issued an interim final rule removing the requirement for U.S. companies and U.S. persons to report beneficial ownership information (BOI) under the Corporate Transparency Act.
United States Corporate/Commercial Law

On March 21, 2025, the Financial Crimes Enforcement Network (FinCEN) issued an interim final rule removing the requirement for U.S. companies and U.S. persons to report beneficial ownership information (BOI) under the Corporate Transparency Act. This decision, which revokes the previous March 21, 2025, reporting deadline, comes after months of uncertainty and the Treasury Department's March 2, 2025 announcement that it would not enforce any penalties associated with not reporting BOI.

In the interim final rule, FinCEN exempted domestic entities from BOI reporting requirements by narrowing the definition of "reporting company" in its regulations. Under the new definition, the only entities required to report their BOI are those that are formed under the law of a foreign country and have registered to do business in the United States by filing a document with a secretary of state or similar office (previously called "foreign reporting companies").

Foreign entities that meet this new definition of a "reporting company" and do not qualify for an exemption from the reporting requirements must report their BOI to FinCEN by April 20, 2025. These foreign entities, however, will not be required to report any U.S. persons as beneficial owners, and U.S. persons will not be required to report BOI with respect to any such entity for which they are a beneficial owner.

Companies should continue working with knowledgeable counsel to navigate BOI reporting requirements.

The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.

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