“BOI filing”

On March 26, 2025, FinCEN issued an interim final rule (IFR) that significantly altered the scope of Beneficial Ownership Information (BOI) reporting under the Corporate Transparency Act (CTA). This IFR narrows the definition of 'reporting company' to include only certain foreign entities that register to do business in a U.S.

State or Tribal jurisdiction by filing with a secretary of state or similar office. Consequently, entities formed in the United States, previously known as 'domestic reporting companies,' and their beneficial owners are now exempt from BOI reporting to FinCEN.

FinCEN has indicated it will not enforce BOI penalties against U.S. citizens or domestic reporting companies while this IFR is in effect. Foreign reporting companies still required to report must file BOI reports to FinCEN, but they are not required to report BOI for any U.S. persons, who are also exempt from providing BOI to these foreign reporting companies.

Deadlines for foreign entities are as follows: those registered before March 26, 2025, must file by April 25, 2025; those registered on or after March 26, 2025, have 30 calendar days from actual or public notice of their registration becoming effective.

The definition of 'beneficial owner' remains unchanged, but reporting companies do not need to report U.S. persons under the IFR. BOI reports must be submitted electronically via FinCEN's BOI E-Filing System, and FinCEN identifiers can be obtained.

Updates or corrections are generally required within 30 days, with a 90-day safe harbor for voluntary corrections. Willful failures or false reporting can still incur civil and criminal penalties.

For most U.S. domestic LLCs and corporations, no BOI filing to FinCEN is currently required due to the March 26, 2025 IFR. U.S. business owners should confirm their entity's domestic status, monitor FinCEN guidance for future changes, maintain good records for beneficial owners and company applicants, and only prepare for BOI filing if they are a foreign reporting company under the IFR.

If a U.S. company previously filed BOI reports and becomes exempt under the IFR, FinCEN advises filing an updated BOI report to indicate the newly exempt status.

On March 26, 2025, FinCEN issued an interim final rule (IFR) that significantly altered the scope of Beneficial Ownership Information (BOI) reporting under the Corporate Transparency Act (CTA). This IFR narrows the definition of 'reporting company' to include only certain foreign entities that register to do business in a U.S.

State or Tribal jurisdiction by filing with a secretary of state or similar office. Consequently, entities formed in the United States, previously known as 'domestic reporting companies,' and their beneficial owners are now exempt from BOI reporting to FinCEN.

FinCEN has indicated it will not enforce BOI penalties against U.S. citizens or domestic reporting companies while this IFR is in effect. Foreign reporting companies still required to report must file BOI reports to FinCEN, but they are not required to report BOI for any U.S. persons, who are also exempt from providing BOI to these foreign reporting companies.

Deadlines for foreign entities are as follows: those registered before March 26, 2025, must file by April 25, 2025; those registered on or after March 26, 2025, have 30 calendar days from actual or public notice of their registration becoming effective.

The definition of 'beneficial owner' remains unchanged, but reporting companies do not need to report U.S. persons under the IFR. BOI reports must be submitted electronically via FinCEN's BOI E-Filing System, and FinCEN identifiers can be obtained.

Updates or corrections are generally required within 30 days, with a 90-day safe harbor for voluntary corrections. Willful failures or false reporting can still incur civil and criminal penalties.

For most U.S. domestic LLCs and corporations, no BOI filing to FinCEN is currently required due to the March 26, 2025 IFR. U.S. business owners should confirm their entity's domestic status, monitor FinCEN guidance for future changes, maintain good records for beneficial owners and company applicants, and only prepare for BOI filing if they are a foreign reporting company under the IFR.

If a U.S. company previously filed BOI reports and becomes exempt under the IFR, FinCEN advises filing an updated BOI report to indicate the newly exempt status.