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FinCEN Removes Beneficial Ownership Reporting Requirements for U.S. Companies

22 March 2025

FinCEN Removes Beneficial Ownership Reporting Requirements for U.S. Companies and U.S. Persons

Sets New Deadlines for Foreign Companies

From FinCEN’s Announcement on March 21, 2025 – 

WASHINGTON––Consistent with the U.S. Department of the Treasury’s March 2, 2025 announcement, the Financial Crimes Enforcement Network (FinCEN) is issuing an interim final rule that removes the requirement for U.S. companies and U.S. persons to report beneficial ownership information (BOI) to FinCEN under the Corporate Transparency Act.

In that interim final rule, FinCEN revises the definition of “reporting company” in its implementing regulations 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 by the filing of a document with a secretary of state or similar office (formerly known as “foreign reporting companies”). FinCEN also exempts entities previously known as “domestic reporting companies” from BOI reporting requirements.

Thus, through 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. 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, detailed below. These foreign entities, however, 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. For more information, see https://fincen.gov/news/news-releases/fincen-removes-beneficial-ownership-reporting-requirements-us-companies-and-us.

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Tags: Corporate Law, Corporate Transparency Act, FinCEN
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About Scott Meyer
Scott Meyer focuses his practice on Corporate and Intellectual Property matters. His Corporate practice includes a broad spectrum of services including entity formation, business transactions, operational agreements and contracts, sales, acquisitions and mergers of businesses, corporate governance and employment matters. His Intellectual Property practice includes trademark, licensing and various service agreements for corporations.
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