FinCen Issues Interim Final Rule Removing BOI Reporting Requirement for US Companies and Persons

By Richard S. Ekimoto, Esq.

On Friday, March 21, 2025, FinCen issued a press release on an interim final rule Removing United States Companies and Persons from the BOI Reporting Requirements. The Final Interim Rule and Explanation is posted here.

The stated basis of the Interim Final Rule is:

FinCEN has determined that an interim final rule is the appropriate mechanism to exempt
domestic reporting companies and United States Persons who are beneficial owners of foreign reporting
companies from the BOI reporting requirements pending the receipt of comments and issuance
of a final rule.

The Interim Final Rule amends the definition of “Reporting company” in 31 CFR 1010.381(c)(1) by removing domestic reporting companies, leaving only what were previously defined as foreign reporting companies within the scope of the regulation. In addition, the Interim Final Rule adds a 24th exemption to 31 CFR 1010.381(c)(2) for any domestic entity. The Interim Final Rule also adds an exemption for Beneficial Owners in 31 CFR 1010.38(d)(4). Under this exemption, any Reporting Company (which is now only foreign entities doing business in the United States) are not required to report the beneficial ownership information of any United States Persons who are beneficial owners. A United States Person is defined under the CTA as a citizen or resident of the United States, a domestic partnership, a domestic corporation, any estate (other than a foreign estate), and a domestic trust meeting certain requirements. The Interim Final Rule is effective immediately.

It’s not clear whether the Interim Final Rule is consistent with the statutory language of the Corporate Transparency Act. Nothing in the CTA indicates that the law was intended to apply only to foreign entities or to exclude beneficial owners that are U.S. Persons. However, since the stated purpose of the Interim Final Rule is to exempt United States companies and persons from the BOI Reporting Requirements pending the receipt of comments and issuance of a final rule, it is likely that the Interim Final Rule would be allowed to stand for now. In any event, FinCen has stated that no fines or enforcement would occur against domestic companies or United States Persons.

Community associations that have not filed their BOI Report should wait before filing its BOI Reports.