FinCEN Eliminates BOI Reporting Requirements for Domestic Companies
We recently received an important update from our partner, FinCEN Report Company, with whom we work to provide beneficial ownership information (BOI) reporting solutions for our clients. According to their communication, on March 21, 2025, FinCEN issued an interim final rule that eliminates BOI reporting requirements for domestic reporting companies. This rule is expected to be published in the Federal Register later this week, at which point it will become effective.
What FinCEN Report Company Shared
The communication from FinCEN Report Company outlined two major changes:
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Domestic Reporting Companies Exempted: Entities created or formed under the laws of any U.S. state or tribal land are no longer subject to the Corporate Transparency Act and related BOI reporting requirements.
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U.S. Persons at Foreign Companies Not Reportable: U.S. persons who would be deemed beneficial owners (through either actual ownership or control) at foreign reporting companies are not required to be reported in any CTA filings.
Implications for Different Types of Companies
According to the announcement, these changes have different implications depending on your company's situation:
For Domestic Reporting Companies
If you have already completed CTA-related BOI filings:
There is no requirement to update any information as a result of changes, updates, or corrections. No guidance has been provided regarding the destruction of already submitted information. If you have a contractual agreement with a vendor for updates, you should contact them to determine next steps. Payments made to professional services firms for BOI filing advice or to vendors for submission services will not be recoverable.
If you have not yet completed CTA-related BOI filings:
No filings will be needed, and any related efforts should be discontinued. Ensure you are not incurring fees or potential contractual obligations with professional services advisors or vendors.
For Foreign Reporting Companies
This applies to companies formed outside of the US and qualified in US states.
If you have already completed CTA-related BOI filings:
File an amended/corrected report eliminating any U.S. persons listed as beneficial owners. Continue to track updates to entity information (primarily address changes) and beneficial ownership information, filing updated BOI reports as needed.
If you have not completed CTA-related BOI filings:
Take immediate steps to identify and collect information related to any non-U.S. persons who are beneficial owners of your entity/entities. File this information within 30 days of the rule's release in the Federal Register.
Service Updates from FinCEN Report Company
The communication also mentioned that FinCEN Report Company will continue providing services for foreign reporting companies who are still required to report under the interim final rule. However, they have set the renewal status for all customer accounts to "not renew" at the end of their current subscription period, anticipating that most domestic reporting companies will not want to renew their subscription-based reporting services.
If you are a customer of FinCEN Report Company and want to maintain your active subscriptions, you'll need to manually renew by logging into your account at their website and following their renewal process.
Potential for Future Changes
FinCEN Report Company noted that this interim final rule could potentially face legal challenges, and the government's approach may change. They have indicated they will provide updates if the situation evolves. In the meantime, domestic reporting companies are not required to file BOI reports or update/correct any previously filed reports.
We are sharing this information from our reporting partner to keep our clients informed about these significant regulatory changes. For clients who have been using our BOI reporting services through our partnership with FinCEN Report Company, please review the information above regarding subscription renewals and next steps.
If you have questions about how these changes affect your specific situation, please contact your account representative or legal advisor for guidance.
This blog post is based on information received from our partner, FinCEN Report Company, on March 25, 2025
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