FinCEN Eases BOI Rules for U.S. Companies, Sets New Deadlines for Foreign Entities

Following the U.S. Treasury’s 2 March 2025 announcement, the Financial Crimes Enforcement Network (FinCEN) has issued an interim final rule that significantly narrows the scope of entities required to report beneficial ownership information (BOI) under the Corporate Transparency Act.

Under the revised rule, only entities formed under foreign law and registered to do business in a U.S. State or Tribal jurisdiction (previously referred to as “foreign reporting companies”) will be classified as “reporting companies.” U.S.-based entities — previously known as “domestic reporting companies” — are no longer required to report BOI to FinCEN.

This change means that beneficial owners of U.S.-created entities are exempt from BOI reporting. Foreign entities that fall under the new definition of a reporting company must still comply with reporting requirements but are not required to disclose U.S. persons as beneficial owners. Similarly, U.S. individuals who are beneficial owners of such foreign entities are not required to file BOI reports.

New deadlines now apply for foreign reporting companies:

• Those registered to do business in the U.S. before the rule is published must submit BOI reports within 30 days of the publication date.

• Those registering on or after the publication date have 30 calendar days from the effective registration notice to file their initial report.

FinCEN is currently accepting public comments and plans to finalise the rule later this year.

For further details, see: Interim Final Rule: Questions and Answers.