All entities created in the United States including those previously known as ”Domestic Reporting Companies” and their beneficial owners, pursuant to an interim final rule, are now exempt from the requirement to report beneficial ownership information to the Financial Crimes Enforcement Network (“FinCEN”) pursuant to an interim final rule.
FinCEN’s interim final rule, effective March 26, 2025, removes the requirement for U.S. companies and U.S. persons to report beneficial ownership information (“BOI”) to FinCEN under the Corporate Transparency Act. Therefore, all entities created in the United States, and their beneficial owners currently are exempt from the requirement to report BOI to FinCEN.
The interim rule redefines “Reporting Company” to include only entities formed under the laws of a foreign country that have registered to do business in a U.S. state or tribal jurisdiction. These foreign entities must still comply with BOI reporting requirements.
What does that mean?
- Domestic companies are exempt from reporting BOI.
- Entities created in the United States do not need to file BOI reports.
- U.S. Persons who are beneficial owners of foreign entities do not need to provide BOI reports.
- Foreign entities are required to file BOI reports but are only required to list beneficial owners of the foreign entity that are not U.S. persons.
- Foreign entities do not need file BOI reports for U.S. persons owning interests in the foreign entity.
- If all of the beneficial owners of a foreign reporting company are U.S. persons, the foreign entity does not need to file a BOI report.
FinCEN is accepting comments on this interim final rule on before May 27, 2025, and intends to finalize the rule later this year.
