We are writing with an important update on the Beneficial Ownership Report requirement established by FinCEN.
On March 21, 2025, FinCEN announced that it will not enforce any beneficial ownership reporting requirements, penalties, or fines against U.S. citizens or domestic reporting companies or their beneficial owners, and is removing the requirement for U.S. companies and U.S. persons to report beneficial ownership information (BOI) to FinCEN under the Corporate Transparency Act. FinCEN will be issuing a final interim rule that revises the definition of “reporting company” to mean only those entities that are formed under the law of a foreign country and that have registered to do business in any U.S. State or Tribal jurisdiction. FinCEN also exempts entities previously known as “domestic reporting companies” from BOI reporting requirements.
Thus, pursuant to this interim final rule, all entities created in the United States — including those previously known as “domestic reporting companies” — and their beneficial owners will be exempt from the requirement to report BOI to FinCEN. However, foreign entities that meet the new definition of a “reporting company” and do not qualify for an exemption from the reporting requirements must report their BOI to FinCEN under new deadlines. These foreign entities will not be required to report any U.S. persons as beneficial owners, and U.S. persons will not be required to report BOI with respect to any such entity for which they are a beneficial owner.
As a result of the foregoing, we are no longer advising that our US domestic clients file the BOI Report.
If you have any questions about this, please reach out to Heather G. Sapp ([email protected]).
– Written By Heather G. Sapp