On March 1, 2025, the Financial Crimes Enforcement Network (FinCEN) issued an interim final rule significantly narrowing the scope of entities subject to Beneficial Ownership Information (BOI) reporting requirements under the Corporate Transparency Act (CTA). Consistent with the U.S. Department of the Treasury’s March 2 announcement, this rule eliminates BOI reporting requirements for U.S. companies and U.S. persons.
Key Takeaways:
- U.S. companies — including those previously defined as “domestic reporting companies” — are now exempt from BOI reporting obligations.
- U.S. persons are no longer required to report BOI with respect to any entity in which they hold a beneficial ownership interest.
- The definition of “reporting company” has been revised to apply only to entities:
- Formed under the laws of a foreign country, and
- Registered to do business in a U.S. state or tribal jurisdiction by filing with a secretary of state (formerly referred to as “foreign reporting companies”).
- Foreign entities that fall within this updated definition and do not qualify for an exemption must still report BOI to FinCEN, under updated deadlines.
- These foreign entities will not be required to report any U.S. persons as beneficial owners.
This interim final rule marks a significant shift in the CTA’s implementation and relieves domestic companies and individuals of the compliance burdens previously expected under FinCEN’s initial framework.
For more details, you can view FinCEN’s official announcement here: FinCEN Announcement
If you have questions about how these changes may impact your entity’s reporting obligations, please contact DBL Law’s Business & Transactional team.
