FinCEN exempts all US companies from beneficial ownership reporting
On 21 March 2025 FinCEN issued an interim final rule narrowing Corporate Transparency Act reporting to foreign companies registered to do business in a US state or tribal jurisdiction. All companies formed in the US, and their owners, became exempt. Foreign reporting companies had 30 days from publication to file and need not report US beneficial owners.
Following a Treasury announcement on 2 March 2025, the Financial Crimes Enforcement Network (FinCEN) issued an interim final rule on 21 March 2025 that removed beneficial ownership information (BOI) reporting for US companies and US persons.
What changed
- A 'reporting company' now means only an entity formed under foreign law and registered to do business in a US state or tribal jurisdiction (formerly a 'foreign reporting company').
- Companies created in the US (formerly 'domestic reporting companies') and their beneficial owners are exempt.
- Foreign reporting companies need not report US persons as beneficial owners.
- Deadlines for foreign reporting companies: those already registered had 30 days from the rule's publication; those registering later have 30 calendar days after their registration takes effect.
Who is affected
US companies, which no longer file, and non-US companies registered to do business in a US state, which still do.
Later developments
FinCEN made the exemption permanent with a final rule on 11 August 2026, and said it would delete BOI previously filed by US persons. Some states, such as New York with its LLC Transparency Act, have their own beneficial ownership regimes.