New York Elder Law Attorney
In a significant development shaking up the corporate compliance landscape, the Financial Crimes Enforcement Network (FinCEN) has issued an interim final rule effective immediately, changing the requirements for reporting Beneficial Ownership Information (BOI).
What Changed About BOI?
As of March 21, 2025, U.S. companies and individuals will no longer have to report BOI under the Corporate Transparency Act (CTA). This marks a reversal from earlier expectations and represents a major shift away from the stricter transparency regulations many were preparing for.
Who Still Has to Report Beneficiary Ownership?
Only certain foreign companies will still have reporting obligations. This applies specifically to companies formed under foreign law registered to do business in any U.S. state or Tribal jurisdiction by filing with a secretary of state (previously referred to as “foreign reporting companies”).
However, if all beneficial owners of these foreign companies are U.S. persons, they do not have to report that information. Hence, unless a mix of foreign ownership warrants scrutiny, no BOI reporting is necessary.
What About U.S. Companies?
All companies formed in the U.S.—formerly known as “domestic reporting companies”—are exempt from BOI reporting. Even if a company has foreign owners, it is not required to submit BOI.
Why the Sudden Change?
This new rule follows the president’s directive and has the support of the Treasury Department, the Attorney General, and Homeland Security. They concluded that the previous reporting requirements no longer serve a significant public interest or enhance national security efforts. This decision aligns with the President’s Executive Order 14192: Unleashing Prosperity Through Deregulation.
Could BOI Reporting Change Again?
Currently, FinCEN is currently accepting public comments and plans to finalize the rule later this year. However, many are already calling this a “death sentence” for the CTA’s reporting regime, at least for domestic companies and U.S. persons. Realistically, it would require Congressional action to reinstall the old rules, and given the current political climate, this is unlikely to happen anytime soon.
Bottom Line:
If you are a U.S. business or a U.S. person with a stake in a company, you can relax—there are currently no reporting requirements for beneficial ownership.
Do you have questions about what this means for your business? We’re here to help you navigate these changes. Reach out anytime!
*Source – Published March 27, 2025, | By Legal Eagle*