in effect
This is an “interim final rule” from FinCEN, a bureau of the Treasury Department — meaning it takes effect immediately (as of March 26, 2025) but the agency is still collecting public comments before issuing a final version. It changes who must file “beneficial ownership information” (BOI) reports — records identifying the real people who own or control a company — under the Corporate Transparency Act. FinCEN says it will review comments (due by May 27, 2025) and issue a final rule later that year.
Previously, both U.S.-formed companies (“domestic reporting companies”) and foreign companies registered to do business in the U.S. (“foreign reporting companies”) had to file these ownership reports. Under this rule, domestic reporting companies and their owners are fully exempted — they no longer have to file, update, or correct any BOI, including reports they may already have submitted. Foreign reporting companies must still file, but the deadline is extended to 30 days after the rule’s publication, or 30 days after they register to do business in the U.S., whichever is later. In addition, foreign reporting companies no longer have to report information about any beneficial owners who are U.S. persons, and those U.S. persons do not have to provide it — so a foreign company whose only beneficial owners are U.S. persons ends up reporting no owners at all.
U.S.-formed corporations, LLCs, and similar entities — which the rule notes are mostly small businesses — no longer have any BOI reporting obligation. Foreign companies registered to operate in the U.S. still must report their non-U.S. beneficial owners, but get extra time and are relieved of reporting any U.S.-person owners. U.S. persons who are beneficial owners of foreign companies are also relieved of having to hand over their information.