Ping Pong of BOI Reporting Requirements Continues (This Time It May Be Gone for Good for Domestic Businesses)
By Bradley S. Dornish, Esq.
Everything about the Beneficial Ownership Information (BOI) Reporting Requirements under the Corporate Transparency Act has been subject to last minute 180-degree reversals, which I call Ping Pong. Although Friday, March 21 was the Financial Crimes Enforcement Network (FinCEN) deadline for registration, and daily fines were due to kick in as of Saturday for non-compliance, the Treasury Department had indicated on March 2nd that it would not enforce fines yet, while new regulations limiting the applicability of the law to Foreign Companies were promulgated. That regulation/interim final rule did not happen until the eleventh hour, when on March 21, FinCEN came in line with the Treasury directive.
On March 21, the deadline for FinCEN Registration of BOI, FinCEN announced that, consistent with the Department of the Treasury’s March 2, 2025, announcement, it issued an interim final rule that removes the requirement for U.S. companies and U.S. persons to report beneficial ownership information to FinCEN under the Corporate Transparency Act.
In the March 21 interim final rule, FinCEN revised the regulatory definition of “reporting company” 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 (formerly known as “foreign reporting companies”). FinCEN also exempts entities previously known as “domestic reporting companies” from BOI reporting requirements. Thus, through this interim final rule, all entities created in the United States — including those previously known as “domestic reporting companies” — and their beneficial owners will be exempt from the requirement to report BOI to FinCEN.
However, foreign entities that meet the new definition of a “reporting company” and do not qualify for an exemption from the reporting requirements must report their BOI to FinCEN under new deadlines. These foreign entities will not 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 for which they are a beneficial owner.
The following deadlines now apply for foreign entities that are reporting companies:
- Reporting companies registered to do business in the United States before the date of publication of the interim final rule must file BOI reports no later than 30 days from that date.
- Reporting companies registered to do business in the United States on or after the date of publication of the interim final rule have 30 calendar days to file an initial BOI report after receiving notice that their registration is effective.
In accord with its prior notices and the Department of the Treasury’s March 2, 2025, announcement, FinCEN applied all exemptions and deadline extensions in the interim final rule as of March 21, in advance of formal publication in the Federal Register, and will further not enforce any beneficial ownership reporting penalties or fines against U.S. citizens or domestic reporting companies or their beneficial owners.
