On March 21, 2025, the Financial Crimes Enforcement Network (FinCEN) issued an interim final rule related to the CTA and BOI reporting requirements. The interim final rule revises the definition of a “reporting company” to mean only those entities formed under the law of a foreign country and that have registered to do business in any U.S. State or Tribal jurisdiction. The interim final rule exempts entities previously known as “domestic reporting companies” from BOI reporting requirements. The interim rule also generally exempts U.S. persons who are beneficial owners of a foreign entity from BOI reporting requirements.
This rule change significantly reduces the scope of BOI reporting requirements and it is estimated that more than 99% of entities previously required to submit BOI report are no longer required to do so under the interim final rule.
FinCEN is soliciting public comments on the interim final rule and intends to issue a final rule later in 2025. Because the final rule may vary from the interim final rule and numerous lawsuits challenging the CTA remain pending, reporting requirements may change and business owners are encouraged to continue to closely monitor further developments relating to the CTA and BOI reporting requirements.