FinCEN eliminates BOI reporting for U.S. companies and persons, new deadlines set for foreign entities

On March 21, 2025, the Financial Crimes Enforcement Network (“FinCEN”) issued an interim final rule that significantly narrows the scope of Beneficial Ownership Information (BOI) reporting under the Corporate Transparency Act (“CTA”).

Effective immediately, U.S. companies and U.S. persons are no longer required to report BOI to FinCEN. This new rule redefines “reporting company” to include only entities formed under the laws of a foreign country that have registered to do business in a State (including any U.S. State, the District of Columbia, the Commonwealth of Puerto Rico, and any other commonwealth, territory, or possession of the U.S.) or Tribal jurisdiction.

This means that, entities previously classified as “domestic reporting companies”, which includes entities organized under the laws of Puerto Rico, are now fully exempt from BOI reporting. Additionally, U.S. persons are not required to report BOI, even if they are beneficial owners of a foreign reporting company.

Foreign entities registered to do business in the U.S. before March 21, 2025, must file BOI reports within 30 days of that date. Foreign entities registering on or after March 21, 2025, must file their initial BOI report within 30 calendar days of receiving confirmation that their registration is effective.