BOI INTERIM FINAL RULE 03/26/2025

Interim Final Rule – Beneficial Ownership Reporting, 03/26/2025

The Financial Crimes Enforcement Network (FinCEN) has issued an interim final rule under the Corporate Transparency Act, narrowing the scope of reporting requirements for beneficial ownership information (BOI). Under this rule, only entities previously classified as “foreign reporting companies” must report BOI. Entities previously defined as “domestic reporting companies” are now exempt—they no longer need to report, update, or correct any BOI with FinCEN.

Summary of the Interim Final Rule

On March 26, FinCEN published an interim final rule that:

• Exempts domestic reporting companies from BOI reporting by removing them from the definition of “reporting company” under 31 CFR 1010.380(c). As a result, these companies and their beneficial owners are no longer required to file initial BOI reports or update existing ones.
• Adds a new exemption to 31 CFR 1010.380(c)(2) for any corporation, LLC, or similar entity created by filing documents with a state or tribal authority.
• Exempts foreign reporting companies from reporting BOI for any U.S. persons who are beneficial owners. It also exempts U.S. persons from the obligation to provide their BOI to foreign reporting companies.

These changes are codified as follows:

• 31 CFR 1010.380(d)(4)(i): Exempts reporting companies from reporting the BOI of U.S. beneficial owners.
• 31 CFR 1010.380(d)(4)(ii): Exempts U.S. persons from providing BOI to reporting companies.

Foreign reporting companies entirely owned by U.S. persons are therefore not required to report any BOI.

Effective Date and Compliance

The interim final rule took effect on March 26, 2025. Foreign reporting companies must file their initial BOI reports—and update or correct any previous filings—by April 25, 2025, giving them 30 days from the rule’s publication to comply.

FinCEN is accepting public comments and plans to issue a final rule later this year.