The Last Word — FinCEN’s Latest BOI Rule

On March 21, 2025, the Financial Crimes Enforcement Network (FinCEN) issued an interim final rule significantly narrowing the scope of Beneficial Ownership Information (BOI) reporting under the Corporate Transparency Act (CTA). This change eliminates BOI reporting requirements for U.S. entities and U.S. persons, while maintaining obligations for certain foreign entities.

Key Changes:

• Who Must Report? Only foreign entities—those formed outside the U.S. and registered to do business in a U.S. state or tribal jurisdiction—are required to file BOI reports. These entities, formerly known as "foreign reporting companies," remain subject to BOI reporting unless they qualify for an exemption.

• Who Is Now Exempt? All U.S. entities and U.S. persons are now exempt from BOI reporting, including businesses that were previously classified as "domestic reporting companies" under the CTA.

• No BOI Reporting for U.S. Owners: U.S. individuals who own or have an interest in a foreign reporting company are not required to file a BOI report for that entity.

Compliance Deadlines for Foreign Entities

Foreign businesses that meet the new "reporting company" definition must follow these deadlines:

• Entities registered before March 21, 2025: BOI reports must be submitted within 30 days of the interim final rule’s publication.

• Entities registered on or after March 21, 2025: The BOI report is due within 30 days of receiving confirmation that their registration is effective.

FinCEN is currently accepting public comments on the interim rule and plans to finalize it later this year. Businesses should stay informed in case of any further modifications. For more details, visit FinCEN’s website.

If you have any questions about how this change affects your business, the Wood Stabell team is here to help.

The information provided in this article is for informational purposes only and does not constitute legal advice. No attorney-client relationship is formed by virtue of this article. For specific legal advice related to your situation, please consult with a qualified attorney.