Following the release of a new interim final rule by the U.S. Treasury Department’s Financial Crimes Enforcement Network (FinCEN), there are significant changes to the Beneficial Ownership Information (BOI) reporting requirements under the Corporate Transparency Act (CTA).
The new interim rule instated on March 21, 2025 eliminates the BOI reporting requirement for all entities formed in the U.S. and also exempts U.S. individuals, including beneficial owners of foreign companies doing business in the U.S., from reporting their BOI. This represents a full exemption from CTA reporting obligations for U.S.-based entities and individuals.
BOI Reporting for Foreign Companies
The revised rule significantly narrows the scope of companies required to report their BOI. Under this ruling, only foreign companies are required to report their BOI. These companies must be formed under the laws of a foreign country and registered to do business in the U.S.
Additionally, foreign companies are not required to report any U.S. beneficial owners under the new rule. The March 21 rule also reduces the scope of information that foreign reporting companies must report and includes the following updated deadlines:
- For companies registered before March 21, 2025: BOI reports must be filed by April 20, 2025.
- For companies registered on or after March 21, 2025: BOI reports must be filed within 30 calendar days of registration.
What’s Next?
The interim rule is effective immediately, with further updates expected later this year. FinCEN will accept public comments on the rule for 60 days before issuing a final rule. However, significant changes to this policy are not expected.
As BOI reporting is still subject to ongoing legal challenges, both domestic and foreign reporting companies should stay informed of any further developments. Mowery & Schoenfeld will continue to communicate with clients any significant changes.
If your company is impacted by these changes or if you have any questions, please don't hesitate to reach out to your tax partner.