On March 26, 2025, the Financial Crimes Enforcement Network (FinCEN) issued an interim final rule that removed the requirement for US companies and US persons to report beneficial ownership information (BOI) to FinCEN under the Corporate Transparency Act. Under the interim final rule, all entities created in the United States — including those previously known as “domestic reporting companies” — and their beneficial owners are exempt from the requirement to report BOI to FinCEN.

FinCEN revised the definition of a “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 exempted entities previously known as “domestic reporting companies” from BOI reporting requirements.

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 by the new reporting deadlines. Such 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.

FinCEN is accepting comments on the interim final rule and intends to finalize the rule later this year.

A copy of the Interim Final Rule can be found here: https://spelusolawoffice.com/wp-content/uploads/2025/07/2025-05199.pdf.