FinCEN Exempts U.S. Companies from Beneficial Ownership Reporting (BOI)

On March 21, 2025, FinCEN issued an Interim Final Rule that removes the requirement for U.S.-formed companies and U.S. persons to report beneficial ownership information (BOI) under the Corporate Transparency Act. This change significantly reduces compliance burdens for small businesses and startups across the country.

Under the new rule, only foreign entities registered to do business in the United States are considered “reporting companies” and must file BOI reports—unless they qualify for an exemption. U.S. companies previously classified as “domestic reporting companies” are now fully exempt from BOI reporting, including any updates or corrections.

Foreign reporting companies are required to submit BOI reports to FinCEN by April 25, 2025, if they were registered before March 26. Those registering on or after March 26, 2025, have 30 calendar days from notice of registration to comply. Importantly, U.S. persons are not required to be reported as beneficial owners, even if they control or own foreign entities.

This shift reflects the Treasury’s reassessment of regulatory burdens versus national security benefits. FinCEN is accepting public comments on the rule until May 27, 2025.
We will continue to keep you informed of any further developments.