BOI REPORTING NOT REQUIRED FOR DOMESTIC ENTITIES AND OWNERS
1. Summary. All entities created in the United States and their U.S. beneficial owners are no longer required to file Beneficial Ownership Information (BOI) reports. Existing foreign companies have at least 30 days from March 21 to file.
2. Background. The Financial Crimes Enforcement Network (FinCEN) is a bureau of the U.S. Department of the Treasury (Treasury) and is responsible for implementing the Corporate Transparency Act (CTA), which includes BOI reporting. After numerous court challenges — some still ongoing — FinCEN announced on Feb. 18 a filing deadline of March 21, 2025, for most reporting companies established prior to Jan. 1, 2024, to file initial, updated, and/or corrected BOI reports. Its Feb. 18 notice indicated that it would be revising the BOI reporting requirements and that a further delay in the requirement may be forthcoming.
In a Feb. 27 release, FinCEN announced that it would not take any enforcement actions, including fines or penalties, against any reporting companies that failed to comply with the BOI reporting requirements by the current deadlines. The release stated that an interim final rule to extend the BOI reporting deadlines would be issued by March 21.
On March 2, Treasury released a statement that it will not enforce any penalties or fines associated with the BOI reporting requirements under the existing deadlines and that no penalties or fines will be enforced against U.S. citizens, domestic reporting companies, or their beneficial owners after rule changes take effect. Further, Treasury will be issuing a rule “that will narrow the scope” of the BOI reporting rule “to foreign reporting companies only.”
The Treasury release elicited some pushback from the bipartisan FACT Coalition and other groups concerned that the exclusion of domestic reporting companies made it possible for dirty money to flow into the U.S. and may be unconstitutional. In a March 6 briefing, the groups stated that as many as 99.8% of all covered entities would be exempt, effectively gutting the anti-money laundering law.
3. BOI reporting requirements eliminated for U.S. companies and U.S. persons. In a March 21 release, FinCEN announced the issuance of an interim final rule (IFR) that eliminated the requirement for U.S. companies and U.S. persons to report beneficial ownership information. Entities formed under the law of a foreign country and have registered to do business in the United States will have to report their foreign beneficial owners only. Those foreign entities who registered to do business in the United States before the publication of the IFR must file BOI reports within 30 calendar days of publication. Those who register to to business after the publication of the IFR have 30 calendar days after receiving notification that their registration is effective to file their initial reports.