Beneficial Ownership Information (BOI) Reporting Requirements Repealed for Most Business Entities
On March 26, 2025, the Financial Crimes Enforcement Network (FinCEN) issued an interim final rule that significantly redefined the entities subject to Beneficial Ownership Information (BOI) reporting requirements. Under this new rule, only entities formed outside the United States and registered to do business within the U.S. are required to file a BOI report. Furthermore, these foreign entities are not required to report beneficial owners who are U.S. Persons (citizens or residents — see FinCEN’s definition of a U.S. Person).
Key Changes:
- Entities formed in the United States are now fully exempt from BOI reporting requirements.
- Entities registered before March 26, 2025 were required to file their initial BOI reports by April 25, 2025.
- Entities registered after March 25, 2025 must file their initial BOI reports within 30 days of their registration becoming effective.
The filing exceptions under the initial BOI reporting rules are still applicable under the current interim final rule. The Interim Final Rule is expected to be finalized later this year with no significant changes anticipated.
As of now, no legal challenges to the interim final rule have been filed however, litigation based on the original BOI filing requirements is continuing.
Additional Resources:
• For background information, see our previous article: Federal Reporting Requirement: Beneficial Ownership Reporting Rule (BOI) Filing Requirement Currently Suspended
• For FinCEN’s latest FAQs on the interim final rule, visit: FinCEN Interim Final Rule: Questions and Answers
