On March 21, 2025, FinCEN issued an interim final rule, narrowing its BOI reporting requirements. After facing multiple legal battles and court rulings that reinstated and suspended the requirement several times, the agency has now refined its approach. The rule now limits reporting obligations to foreign entities operating on U.S. soil, marking a significant shift in compliance expectations.
Background of the requirement
The Beneficial Ownership Information Reporting was first effective on January 1, 2024, requesting the beneficial owners of the domestic and foreign reporting, with the deadline to file the report by January 1, 2025. However, a preliminary order to stay the requirement was issued on December 3, 2024. This stay was lifted on December 23, 2024, but three days later, on December 26, 2024, the court again stayed the reporting requirement. A few days later, on January 23, 2025, the requirement was reinstated, with a new deadline of March 21, 2025, for reporting companies. The deadline was later extended again in the Interim Final Rule.
Interim Final Rule
FinCEN has issued the Interim Final Report with revised rules to file BOI report and extending the deadline for the reporting companies. The interim Final report has significant changes including the definition of reporting companies.
Revised meaning of Reporting Companies
Previously, reporting companies were of two types: domestic reporting companies and foreign reporting companies. However, all companies previously termed as domestic reporting companies have now been exempted from the BOI reporting requirement. As a result, a reporting company is now defined as an entity formed in a foreign country and registered to do business on U.S. soil by submitting documents with the Secretary of State or a similar office.
What if the Beneficial Owner is a U.S citizen?
Now that only foreign reporting companies alone need to file BOI reporting, the Interim Final Report also exempted all U.S citizen from reporting their details even if they are Beneficial Owners of an Entity. This means, if the U.S citizen is a beneficial Owner of the Foreign Reporting companies, they are exempted from BOI reporting requirement.
Foreign Pooled Investment vehicle
Previously, one person with significant ownership or greater control over an investment fund formed outside the U.S. needed to be reported as a beneficial owner. However, the Interim Final Rule has changed this requirement:
- If all beneficial owners are U.S. citizens, the Beneficial Ownership Information (BOI) Reporting requirement is exempted for the Foreign Pooled Investment Vehicle.
- If any beneficial owner is a foreign national, the BOI report must include the details of the one non-U.S. person with the greatest authority over the fund.
Changed Deadline
The Interim Final Rule not only changes the reporting rule but also the due date to file the report. The updated deadlines are:
| Criteria | Due Date |
| Reporting Companies Registered to do Business on or before March 26,2025 | April 25, 2025 |
| Reporting Companies Registered to do Business after March 26,2025 | 30 days from date of registration approved |
What should Reporting Companies do now?
FinCEN has stated that Foreign Reporting Companies, now the only category of Reporting Companies, must file a BOI report. The agency has also mentioned that a Final Rule will be issued before the end of the year.
- Therefore, foreign reporting companies must submit their BOI reports to FinCEN and adhere to the deadlines set by the agency.
- Additionally, they should not request or include the details of any U.S. citizen or entity when filing the report.
Disclaimer, Source, and Reference
This content is for informational purposes only and does not constitute legal advice. It should not be used as legal evidence or cited in court proceedings.
Source and Reference:
FinCEN
FinCEN Q&A
Federal Register