WASHINGTON — Consistent with the U.S. Department of the Treasury’s announcement, the Financial Crimes Enforcement Network (FinCEN) has issued an interim final rule removing the requirement for U.S. companies and persons to report Beneficial Ownership Information (BOI) under the Corporate Transparency Act (CTA).
In that pending rule, FinCEN revises the definition of “reporting company” in its implementing regulations to mean only those entities that are formed under the law of a foreign country and that have registered to do business in any U.S. state or tribal jurisdiction by the filing of a document with a secretary of state or similar office.
FinCEN also exempts entities previously known as “domestic reporting companies” from BOI reporting requirements.
The BOI reporting was originally due by Jan. 1, 2025, and subject to fines or penalties for failing to report but legal challenges had delayed its enforcement. In early March, the U.S. Treasury Department announced that it had suspended enforcement of the CTA against U.S. citizens and domestic reporting companies.
“America’s small businesses are very appreciative of President Trump and Secretary Bessent for standing up for Main Street and relieving them of these harmful Beneficial Ownership Information reporting requirements, but more work remains,” says Jeff Brabant, vice president of federal government relations for the National Federation of Independent Business (NFIB). “Congress should take immediate action to make this relief permanent and prevent small businesses from being subjected in the future to these burdensome and invasive reporting requirements.
“Furthermore, we ask Treasury to destroy the personal and private information that many small businesses had already provided, to ensure it does not fall into the wrong hands for nefarious use.”
Through FinCEN’s interim final rule (IFR), foreign entities that meet the new definition of a “reporting company” and do not qualify for an exemption from the reporting requirements must report their BOI under new deadlines:
- Reporting companies registered to do business in the United States before the date of publication of the IFR must file BOI reports no later than 30 days from that date.
- Reporting companies registered to do business in the United States on or after the date of publication of the IFR have 30 calendar days to file an initial BOI report after receiving notice that their registration is effective.
These foreign entities, however, 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 entity for which they are a beneficial owner.
FinCEN is accepting comments on this interim final rule through May 27 and intends to finalize the rule this year.
Have a question or comment? E-mail our editor Dave Davis at [email protected].
