On March 21, 2025, FinCEN issued an interim final rule exempting companies formed in the United States and U.S. persons from the Beneficial Ownership Information (BOI) reporting requirements required by the Corporate Transparency Act (CTA).
The interim final rule also revised the definition of “reporting company” to refer only to entities formed under the laws of a foreign county and registered to do businesses in the United States or Tribal jurisdictions – previously referred to as “foreign reporting companies.” Foreign entities that meet the new definition of a “reporting company” and do not otherwise qualify for exemption under the CTA are required to submit a BOI report to FinCEN within thirty (30) days from the later of the date of this interim final rule or the date of registration as a foreign company in the United States.
Therefore, all entities created in the United States and U.S. persons are exempt from filing BOI reports with FinCEN. Additionally, foreign “reporting companies” are exempt from reporting any U.S. person as a beneficial owner.
FinCEN stated that it intends to finalize this rule later in the year after the administrative comment period. We will continue to provide additional updates as information becomes available.