FinCEN Issues Interim Final Rule – BOI Reporting Obligations Narrowed to Foreign Reporting Companies and New Deadlines Issued

Under the interim final rule, the definition of “reporting company” has been revised to include only entities formed under foreign law and registered to conduct business in any U.S. state or tribal jurisdiction by the filing of a document with a secretary of state or similar office, which were formerly known as foreign reporting companies. As a result, all entities created in the United States and entities previously categorized as “domestic reporting companies,” are now exempt from BOI reporting obligations.

In addition to limiting entity reporting obligations to foreign reporting companies, the interim final rule exempts these companies and their U.S. person beneficial owners from the requirement to report the beneficial ownership information of any U.S. persons who are beneficial owners. As a result, foreign reporting companies with only U.S. person beneficial owners are not required to report any beneficial ownership information.

Foreign entities that fit the new definition of a “reporting company” must adhere to the updated BOI reporting deadlines. Specifically, foreign entities registered to operate in the U.S. before the interim rule’s publication must submit BOI reports within 30 days of the publication date of the interim rule, i.e., by April 20, 2025. Those registered on or after the interim rule’s publication date have 30 calendar days to file an initial BOI report upon receiving notice of their registration’s effectiveness.

FinCEN is currently accepting comments on this interim final rule and aims to finalize it within the year. Clients with foreign reporting companies should gather all necessary information and be prepared to file reports for such foreign entities prior to the applicable BOI reporting deadline.

Note that a number of states have proposed similar legislation, including the New York LLC Transparency Act, which will go into effect on January 1, 2026 (which requires filings by entities formed or registered to do business in New York), and similar legislation has been proposed in California, Maryland and Massachusetts. Given this, we advise our clients to monitor developments in the area of beneficial ownership information reporting that may be relevant to their companies. Note also that there is currently no guidance regarding the potential destruction by FinCEN of already submitted BOI reports that will no longer be required to be filed.

We will continue to monitor developments related to the CTA and beneficial ownership reporting generally and will update our clients as appropriate. We also encourage our clients to contact their V&E client coverage teams to discuss ongoing compliance with the CTA or other similar laws.