BOI filing requirements for U.S. companies and persons removed

Article | March 21, 2025

Authored by Johnson & Sheldon, PLLC

From AICPA staff reports | March 21, 2025

The government on Friday significantly narrowed the scope of beneficial ownership information (BOI) filing requirements to foreign entities only, formalizing a move the Treasury Department previewed earlier this month.

The Financial Crimes Enforcement Network (FinCEN) issued an interim final rule that removes the requirement for U.S. companies and U.S. persons to report beneficial ownership information (BOI) to FinCEN under the Corporate Transparency Act (CTA), P.L. 116-283, passed by Congress in 2021.

The rule revises the definition of “reporting company” to mean only those entities that are formed under the law of a foreign country and 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 (formerly known as “foreign reporting companies”). FinCEN also exempts entities previously known as “domestic reporting companies” from BOI reporting requirements.

In addition, the rule exempts foreign reporting companies from having to report the BOI of any U.S. persons who are beneficial owners of the foreign reporting company and exempts U.S. persons from having to provide such information to any foreign reporting company for which they are a beneficial owner.

The new rule also delays by 30 days the filing deadline for foreign entities that were registered to do business in the U.S. before Friday. Those reports had been due Friday. Meanwhile, foreign entities that register to do business in the U.S. in the future have 30 days to file an initial BOI report after receiving notice that their registration is effective.