Beneficial Ownership Information Reporting: Requirement Eliminated for U.S. Companies & U.S. Owners

On March 21, 2025, the Financial Crimes Enforcement Network (FinCEN) issued an interim final rule removing the requirement for American companies and citizens to report beneficial ownership information (BOI) under the Corporate Transparency Act (CTA).

FinCEN is a bureau within the Department of Treasury that works to combat illegal financial transactions which could help fund terrorism, drug trafficking and other domestic and/or global criminal activity. Under FinCEN’s original CTA requirements, tens of millions of companies would have been required to disclose their owners’ names, addresses and other identifying information. These requirements were aimed at preventing companies from hiding behind anonymity to conceal money laundering. However, the requirements have come under multiple legal challenges since December of 2024, leading to the recent interim final rule.

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

Revised Requirements of a ‘Reporting Company’

Previously, ‘domestic reporting companies’ and ‘foreign reporting companies’ would have been required to file a BOI report. ‘Domestic reporting companies’ were defined as corporations, LLCs or any entities created by the filing of a document with a secretary of a state or any similar office under the law of a state or Indian tribe. A ‘foreign reporting company’ was defined as a corporation, LLC or other entity formed under the law of a foreign country and registered to do business in the U.S. by the filing of a document with a secretary of state or equivalent office under the law of a state or Indian tribe.

FinCEN has removed the ‘domestic reporting company’ classification and renamed ‘foreign reporting companies’ to be simply ‘reporting companies.’ All entities created in the U.S., including those previously classified as ‘domestic reporting companies,’ along with their beneficial owners, are now exempt from BOI reporting requirements under the interim final rule.

New Deadlines for Reporting Companies

Foreign entities that meet the new definition of a ‘reporting company’ and do not qualify for any exemption from the reporting requirements must file BOI reports with FinCEN. However, the interim final rule exempts foreign reporting companies from having to report the BOI of any U.S. citizens who are beneficial owners of the company. It also exempts U.S citizens from having to provide such information if they themselves are beneficial owners of a foreign reporting company.

The interim final rule extends the deadline for reporting companies to file initial reports or update previously filed reports as follows:

Reporting companies registered to do business in the U.S. before March 21, 2025, must file BOI reports no later than 30 days after the issued date.
Reporting companies registered to do business in the U.S. on or March 21, 2025, will have 30 calendar days to file an initial BOI report after receiving notice that their registration is effective.

Timeline of BOI

Since BOI was first introduced, there have been numerous court cases delaying the implementation of BOI reporting. Below is a timeline of recent developments:

March 21, 2025 – The Treasury Department issues an interim final rule that removes the requirement for U.S. companies and citizens to report BOI to FinCEN under the CTA.
March 2, 2025 – The Treasury Department announces suspension of enforcement of the CTA against U.S. citizens and domestic reporting companies.
February 27, 2025 – FinCEN announces that it will not issue any fines or penalties, nor will it enforce any actions, against any companies based on failure to file or update BOI reports pursuant to the CTA by the deadline.
February 18, 2025 – The U.S. District Court for the Eastern District of Texas agrees to stay its January 7, 2025, order, until the appeal in the Smith case is completed.
January 23, 2025 – The U.S. Supreme Court grants a stay of the December 3, 2024, injunction, pending the disposition of the Texas Top Cop Shop appeal before the Fifth Circuit and the disposition of a petition for a writ of certiorari and related final judgement.
January 7, 2025 – The U.S. District Court for the Northern District of Texas issues a second nationwide injunction staying enforcement of the CTA, suspending all BOI reporting obligations.
December 31, 2024 – The Department of Justice files an application for stay with the U.S. Supreme Court, requesting that the December 5, 2024, injunction be stayed or narrowed while the case proceeds through the Fifth Circuit.
December 26, 2024 – U.S. Fifth Circuit Merits Panel reinstates the nationwide injunction on the CTA.
December 23, 2024 – U.S. Fifth Circuit lifts the injunction and FinCEN extends the BOI filing deadline to January 13, 2025.
December 2, 2024 – Texas District Court issues a nationwide injunction on the CTA.
January 1, 2024 – The CTA went into effect, and FinCEN launched the BOI e-filing website. The original reporting deadline for BOI was January 1, 2025.

Brown Plus will continue to keep clients up to date on the CTA and BOI reporting requirements. For the latest updates, please visit the Brown Plus Blog: BOI Category Page.