FinCEN exempts U.S. entities from BOI reporting; foreign reporting companies now in scope
FinCEN's March 2025 interim final rule narrows the Corporate Transparency Act's BOI regime to non-U.S. reporting companies, leaving U.S. entities exempt while imposing new deadlines on foreign filers.
On March 21, 2025, FinCEN issued an interim final rule (IFR) narrowing the Corporate Transparency Act's BOI regime. The IFR redefines a 'reporting company' to mean only entities formed under foreign law that have registered to do business in a U.S. state or tribal jurisdiction, thereby exempting U.S. domestic entities from BOI reporting. Non-U.S. reporting companies without an exemption must comply under new deadlines: those registered before the IFR's Federal Register publication (expected March 26, 2025) have 30 days to file, and those registering on or after publication have 30 days from notice of effective registration. Importantly, foreign filers need not report U.S. persons as beneficial owners, and U.S. persons are not required to report BOI for such entities. The IFR is interim; FinCEN is accepting comments for 60 days and intends to finalize later in 2025, meaning the rule could change. Pending constitutional challenges to the CTA and potential new challenges to the IFR continue, and Congress may revisit the statutory text. Sophisticated counsel should reassess BOI compliance programs, particularly for non-U.S. portfolio companies and subsidiaries, and monitor the comment period and final rule.