CTA Beneficial Ownership Information (BOI) Reporting

March 2025

• Interim final rule issued on BOI reporting submission date and limits reporting to foreign companies
• Changes estimated to significantly decrease the number of businesses required to report
• CTA and BOI reporting meant to enhance transparency and combat financial crimes

________________________________________________________________________________________________________________________________

The Department of the Treasury Financial Crimes Enforcement Network (FinCEN) issues an interim final rule to narrow the existing beneficial ownership information (BOI) reporting requirements under the Corporate Transparency Act (CTA) to require only entities previously defined as “foreign reporting companies” to report BOI.

The interim final rule is effective upon publication in the Federal Register though comments will be accepted for a period of 60 days following publication. A final rule is expected to be issued this year.

FinCEN also releases an alert, indicating all exemptions and deadline extensions in the interim final rule will be applied as of March 21, 2025, in advance of formal publication in the Federal Register. Further, FinCEN will not enforce any beneficial ownership reporting penalties or fines against U.S. citizens or “domestic reporting companies” or their beneficial owners, consistent with an announcement earlier this month by the Department of the Treasury.  

Key Points:

• FinCEN revises the definition of “reporting company” to mean only an entity that is formed under the law of a foreign country and that has 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 defined as a “foreign reporting company”)
• “Domestic reporting companies” (as previously defined) are exempted from the reporting requirements and:
  • Do not have to report BOI to FinCEN, or update or correct BOI previously reported to FinCEN
  • Do not have to provide BOI to any foreign reporting company for which they are a beneficial owner
• “Foreign reporting companies” (as previously defined) that meet the new definition of a “reporting company” and do not qualify for an exemption from the reporting requirements, must file BOI reports. However, the interim final rule:
  • Extends the deadline to file initial BOI reports, and to update or correct previously filed BOI reports, to 30 days from the date of publication for entities registered before the date of publication (entities registered on or after the date of publication will have 30 days to file a BOI report)
  • Exempts reporting on any U.S. persons who are beneficial owners of the foreign reporting company