On March 21, 2025, the Financial Crimes Enforcement Network (FinCEN) issued an interim final rule that dramatically scales back the Corporate Transparency Act’s beneficial ownership information (BOI) reporting requirements by exempting all U.S.-formed entities (previously known as domestic reporting companies) and U.S.-person beneficial owners from reporting obligations entirely. Under the new rule, only foreign entities registered to do business in the United States are required to report BOI, and even those foreign reporting companies are not required to disclose beneficial owners who are U.S. persons. Extended filing deadlines apply to qualifying foreign reporting companies, with those already registered having 30 days from publication in the Federal Register to file. FinCEN has stated it will not enforce penalties against domestic companies or their beneficial owners, but foreign entities with non-U.S.-person beneficial owners should continue gathering required information while monitoring the finalization of the rule.
