Mar 21, 2025
Beneficial Ownership Reporting
Critical Update: FinCEN narrows the scope of reporting companies and extends filing deadline.
As expected today March 21, 2025, FinCEN announced that it issued an interim final rule on the Beneficial Ownership Information (“BOI”) reporting requirement where it:
Exempted U.S. entities (e.g., entities created/formed in the U.S.), and their beneficial owners from begin subject to the BOI reporting requirement.
Narrowed the scope of reporting companies to only foreign companies (e.g., entities formed under the laws of a foreign country) that are registered to do business in the U.S. by the filing of a document with the secretary of state, tribal jurisdiction, or similar office.
Delayed by 30 days the filing deadline of foreign companies that are currently registered to do business in the U.S. for initial BOI report, as well as updates or corrections to a previously filed report.
Set a 30-days filing deadline for foreign companies that register to do business in the U.S. in the future, to file an initial BOI report after receiving notice that their registration is effective.
Clarified that reporting entities do not need to report U.S. persons as beneficial owners,
Clarified that U.S. persons are not required to submit BOI reporting on the [foreign] reporting company.
Indicated that FinCEN is accepting public comments, will assess the exemptions in consideration of those comments, intends to finalize the rule this year. Public comments are due within 60 days.
Observations
FInCEN significantly narrowed the scope following Treasury’s earlier suggestion to focus on foreign companies only.
The AICPA and state CPA societies had submitted comment letters to Congress and FinCEN urging the delay in the filing deadline further out into the future.
We recommend foreign companies continue to monitor developments and announcements from FinCEN in this area, while adequately planning to meet the BOI reporting requirement, if applicable, for the filing deadlines as set out in this interim final rule.
For more information about the BOI reporting requirement, please visit:
Our previous Insight published on March 5, 2025.
Disclaimer:
The contents of this insight are intended for general information only. illumina CPA Group, Inc. is not, by means of this communication, rendering professional advice or services. Before making any decisions or taking any action that may affect your finances or your business, you should consult a qualified professional adviser.
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