On March 21, 2025, FinCEN issued a “final interim rule” exempting U.S. companies and U.S. persons from reporting Beneficial Ownership Information (BOI) under the Corporate Transparency Act.

What is an “interim final rule”?

An “interim final rule” adopted by a federal agency becomes effective without prior notice and public comment. FinCEN is now accepting post-effective public comments and, based on those comments, will adopt a final rule.

What Are the Changes?

The most recent changes adopted in the interim final rule include a revised definition of “reporting company,” which now means only those entities formed under the law of a foreign country that have registered to do business in any U.S. state or Tribal jurisdiction. However, 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 foreign entity for which they are a beneficial owner.

What About “Domestic Reporting Companies”?

Entities formerly known as “domestic reporting companies” and their beneficial owners are now exempt from the requirement to report BOI to FinCEN. The distinction between “domestic reporting companies” and “foreign reporting companies” is no longer necessary as the only companies required to deliver BOI information to FinCEN are now foreign reporting companies.

When is the Rule Effective?

FinCEN is applying all exemptions and deadline extensions immediately in advance of formal publication in the Federal Register. This means FinCEN will not enforce any beneficial ownership reporting penalties or fines against U.S. citizens, domestic reporting companies, or their beneficial owners.