BOI Reporting Narrowed in Interim Final Rule
On March 26, 2025, the Financial Crimes Enforcement Network (FinCEN) published an interim final rule in the Federal Register that significantly narrows the scope of the Beneficial Ownership Information (BOI) reporting requirements under the Corporate Transparency Act (CTA). Most notably, domestic entities are no longer required to file BOI reports. The definition of a “reporting company” has been revised to include only entities formed under foreign laws and registered to do business in the United States through a formal filing. U.S.-based entities, previously classified as “domestic reporting companies,” are now excluded from these requirements.
Additionally, U.S. persons are no longer required to provide their beneficial ownership information to any reporting company. This change eliminates a major compliance burden for many small and mid-sized domestic businesses that were previously subject to the rule.
The BOI reporting deadlines still apply to foreign entities. Those registered to do business in the U.S. before March 26, 2025, must file their BOI reports by April 25, 2025. Foreign entities registering on or after March 26 have 30 days from the effective date of their registration to file.
FinCEN is accepting public comments on the interim rule until May 27, 2025, and intends to finalize the rule later this year.
Contact Frost Law today at (202) 618-1873 for a consultation to understand how this interim final rule impacts your business.
