Beneficial Ownership Information (BOI) reporting for U.S. companies and individuals – we hardly knew ye. In a complete 180-degree turn, the Financial Crimes Enforcement Network (FinCEN) has issued an Interim Final Rule that largely guts the definition of a “reporting company” under the Corporate Transparency Act (CTA). The most significant update? Companies created in the United States are no longer considered “reporting companies.” This Interim Final Rule marks a pivotal change in the compliance landscape for domestic entities, significantly narrowing the scope of those obligated to submit BOI reports to FinCEN.
Reporting for U.S. Companies and Persons? Not Anymore.
Under the revised rule, only foreign entities registered to do business in the U.S. (by filing with a state or tribal authority) that are not otherwise exempt, must report beneficial ownership information to FinCEN.
Companies created in the United States are no longer considered “reporting companies” and as such, all domestic entities created in the Unites States, and their beneficial owners, are exempt from the requirements to file initial BOI reports, or to update or correct previously filed BOI reports. This includes companies previously known as “domestic reporting companies.”
Direct from FinCEN: “Reporting companies do not need to report BOI of any U.S. persons, and U.S. persons are exempt from having to provide BOI with respect to any reporting company for which they are a beneficial owner.”
Foreign Pooled Investment Vehicles (PIVs)
Foreign PIVs now have modified reporting obligations. If all individuals with control over the PIV are U.S. persons, then no information needs to be reported. However, if any non-U.S. person exercises substantial control, the entity must report information on the non-U.S. person with the most authority over strategic decisions.
Updated dates and deadlines?
- Existing foreign entities registered before March 26, 2025, must file by April 25, 2025.
- Newly registered foreign entities after that date must file within 30 calendar days of registration notice.
What Must Be Reported?
Reporting companies must disclose:
- Legal and trade names
- Principal business address (U.S. or international)
- Jurisdiction of formation
- First U.S. registration jurisdiction
- IRS-issued TIN (or a foreign-issued tax number and the issuing country)
Bottom Line.
FinCEN’s Interim Final Rule represents a notable shift in the implementation of the CTA and significantly narrows the pool of entities required to report beneficial ownership information. Companies, especially foreign-registered ones, should review their status carefully and prepare to meet the new deadlines…unless FinCEN changes its mind…again.
Author: Josh Roberts
Email: josh@joshrobertslaw.com
Josh Roberts is a business and litigation attorney at Roberts Law, PLLC with over a decade of BigLaw and in-house technology experience helping businesses and business owners navigate contracts, privacy concerns, negotiations, and dispute resolutions.
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