FinCEN/Treasury Releases Final Rule Eliminating BOI Reporting Requirement for Domestic Companies and US Persons

On March 21, 2025, FinCEN/Treasury released an “interim final rule” that eliminates the beneficial ownership information (BOI) reporting requirement for domestic companies and US persons. Yes, you read that correctly; this final rule eliminates the CTA reporting obligations for all US individuals and US entities. This significant change marks a major shift in the CTA regulatory landscape for businesses and individuals in the United States and brings certainty to a year of tumultuous legal challenges.

Under the new rule, entities that have already filed a BOI report with FinCEN are also no longer required to update or correct any future beneficial ownership information. If a BOI report has been filed, there is no need for further updates or corrections, providing much needed relief to many businesses that were previously burdened by ongoing CTA reporting obligations.

It is important to note that non-US entities registered to do business in any US jurisdiction remain subject to the CTA BOI reporting requirements and have 30 days from the date of the “interim final rule” (i.e., April 25, 2025 deadline ) to report their BOI; however, US citizens and residents that are beneficial owners of these non-US entities remain exempt from even this narrow non-US reporting requirement.  

Key Technical Changes:

1. Extended deadlines for foreign reporting companies: For foreign reporting companies registered in a US State the deadline for filing initial BOI reports, or updating or correcting previously filed BOI reports, has been extended to April 25, 2025.
2. Exemption for domestic entities: Domestic entities are now exempt from the BOI reporting requirements. They are no longer included in the definition of a “reporting company”, and therefore no longer need to file initial BOI reports or update or correct previously filed BOI reports with FinCEN.
3. Exemption for US persons: Foreign reporting companies are exempt from reporting the BOI of any US persons who are beneficial owners. Similarly, US persons are exempt from providing their BOI to any foreign reporting company for which they are a beneficial owner.
4. Special rule for foreign pooled investment vehicles: Foreign pooled investment vehicles are exempt from reporting the BOI of US persons who exercise substantial control over the entity. If no non-US person has substantial control, the entity is not required to report any beneficial owners.