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The introduction of the Corporate Transparency Act and that of the Beneficial Ownership Information (BOI) reporting has been nothing short of a roller coaster ride for many, quickly becoming a source of frustration and uncertainty for business owners and compliance officers alike. As regulations evolved and deadlines were pushed back, businesses faced challenges in understanding the scope of their obligations regarding the reporting requirements with FinCEN. The emotional and operational ups and downs have left many navigating a turbulent ride, unsure of what the final outcome would bring.
As of March 21st, 2025, in conjunction with the U.S. Treasury's March 2nd announcement stating that it would not enforce penalties associated with the beneficial ownership information reporting rule, the Financial Crimes Enforcement Network (FinCEN) has issued an interim final rule that eliminates the obligation for U.S. companies and U.S. persons to report beneficial ownership information (BOI) under the Corporate Transparency Act.
The ruling now only applies to foreign reporting companies which are entities formed under foreign law that are registered to do business in any U.S. state or tribal jurisdiction by filing with a secretary of state or similar office. As a result, all entities formed in the U.S. – including those formerly called “domestic reporting companies” – and their beneficial owners are now exempt from reporting BOI to FinCEN.
Foreign entities that fall under the updated definition of a "reporting company" and do not qualify for an exemption must submit their BOI to FinCEN by new deadlines. These foreign entities will not need to report any U.S. persons as beneficial owners, and U.S. persons are not required to report BOI regarding any such foreign entity where they are a beneficial owner.
The deadlines for foreign entities that are reporting companies are as follows:
.............- Reporting companies that were registered to do business in the United States before the ...............publication of the IFR must file BOI reports within 30 days of the publication date.
............ - Reporting companies that are registered to do business in the United States on or after ...............the publication of the IFR must file an initial BOI report within 30 calendar days after ...............receiving notice that their registration is effective.
FinCEN has stated that they intend to finalize the ruling this year.
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