FinCEN Exempts Beneficial Ownership Reporting Requirements for U.S. Companies and U.S. Persons

Haven't filed your beneficial owner report? Well, if you’re a US Company, it looks like (as of now) you won’t have to.

The Financial Crimes Enforcement Network (FinCEN) issued an interim final rule on March 21, 2025, which is effective immediately upon publication in the Federal Register. In the interim final rule, the definition of “reporting company” is limited 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. These foreign companies will not, however, 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. Foreign reporting companies that only have beneficial owners that are U.S. persons will be exempt from the requirement to report any beneficial owners.  In addition, all entities created in the United States are exempt from any BOI reporting requirement, including of any non-U.S. person.

Foreign reporting companies that do not qualify for an exemption from the reporting requirements must report their BOI to FinCEN no later than 30 days from the date the interim final rule is published in the federal register for companies already registered to do business in the U.S. or 30 days from the date of receiving notice that they are registered to do business in the United States.

FinCEN is accepting comments on this interim final rule and intends to finalize the rule this year.