FinCEN Removes BOI Reporting Requirements for U.S. Companies

Following the original Beneficial Ownership Information (BOI) reporting requirements established under the Corporate Transparency Act (CTA), the Financial Crimes Enforcement Network (FinCEN) published an interim final rule in the Federal Register on March 26, 2025. The rule revises the applicability of the reporting requirements for some companies and includes a deadline extension for companies to which the reporting requirements still apply.

Narrower Scope of Reporting Requirements

The most significant change is a more narrow scope of the BOI reporting requirements. Specifically, the definition of a “reporting company” was revised to mean entities that satisfy both of the following:

• Entities that are formed under the law of a foreign country, and
• Entities that have registered to do business in any U.S. State or Tribal jurisdiction by the filing of a document with a secretary of state or similar office.

Entities previously defined as “domestic reporting companies” are excluded from the scope of the BOI reporting requirements.

The rule also exempts foreign reporting companies from having to report the beneficial owner information of any U.S. persons who are beneficial owners of the company and exempts U.S. persons from having to provide this information to any foreign reporting company for which they are a beneficial owner.

Deadline and Other Important Dates

For foreign entities subject to the BOI reporting requirements, the interim final rule extends the deadline to file the initial BOI report, or update/correct previously filed reports, to the later of:

• 30 days following the date of the publication (i.e. April 25, 2025), or
• 30 days after their registration to do business in the U.S.

As a reminder, the deadline for updated or corrected BOI reports is 30 calendar days after a change occurs or the reporting company becomes aware of an inaccuracy.

Failure to comply could result in civil penalties up to $606 per day for each day the violation continues, and criminal penalties up to $10,000 and/or imprisonment for up to two years for willful violations.

As this rule is an interim publication, further modifications may be forthcoming. FinCEN is accepting written comments on the interim final rule until May 27, 2025 and intends to issue a final ruling later this year. Johnson Lambert will continue to monitor the changes to the BOI reporting requirements and keep you informed. Contact our tax team with questions.