FinCEN Revokes Beneficial Ownership Reporting Requirements for U.S. Companies and U.S. Citizens, Sets New Deadlines for Foreign Companies

——

Washington – According to an announcement from the U.S. Department of the Treasury on March 2, 2025, the Financial Crimes Enforcement Network (FinCEN) will issue a temporary final rule that eliminates the requirement for U.S. companies and U.S. persons to report beneficial ownership information (BOI) to FinCEN under the Corporate Transparency Act.

In this temporary final rule, FinCEN has revised the definition of "reporting company" in its implementing regulations to refer only to entities formed under foreign law that are registered to conduct business in any U.S. state or tribal jurisdiction by submitting documents to the Secretary of State or similar office (previously referred to as "foreign reporting companies"). FinCEN also exempts entities previously known as "domestic reporting companies" from compliance with the BOI reporting requirements.

As a result of this temporary final rule, all entities created in the U.S. (including those previously known as "domestic reporting companies") and their beneficial owners will be exempt from the requirement to report BOI to FinCEN. Foreign entities that meet the new definition of "reporting company" and do not qualify for the reporting exemption must report their BOI to FinCEN by the new deadline outlined below. However, these foreign entities are not required to report any U.S. persons as beneficial owners, and U.S. persons do not need to report any BOI of such entities.

Following the announcement of the temporary final rule, the following deadlines apply to foreign entities serving as reporting companies:

    - Reporting companies registered and conducting business in the U.S. prior to the announcement of the International Financial Reporting Standards must submit the U.S. Business Investment Report within 30 days of the announcement.

    - Reporting companies registered and conducting business in the U.S. on or after the announcement date must submit their initial Bank Investment Report within 30 calendar days of receiving the notice of registration effectiveness.

FinCEN FinCEN is accepting comments on this temporary final rule and intends to finalize the rule later this year.

—— 

GIL North America Business