In a pivotal shift for business compliance in the U.S., the Financial Crimes Enforcement Network (FinCEN) has released a new interim final rule that significantly rolls back the beneficial ownership information (BOI) reporting requirements under the Corporate Transparency Act (CTA).
If your business was preparing to file a BOI report, this new rule could mean you’re officially off the hook—at least if you’re a domestic company or U.S. beneficial owner.
Let’s break down what this means, who’s still affected, and how to make sure your company remains in compliance.
What Changed: BOI Reporting Requirements Reduced
Previously, under the CTA, many domestic entities—including corporations and LLCs—were required to report detailed ownership information to FinCEN. The goal was to enhance transparency and combat financial crimes.
But with the March 2025 interim final rule, FinCEN has shifted direction. The new rule:
- Eliminates BOI reporting requirements for U.S. persons and domestic companies.
- Narrows the scope of entities required to report under the CTA.
- Introduces clearer guidelines for what constitutes a “reporting company.”
Who Still Needs to Report?
While the updated rule is a relief for many domestic businesses, it’s not a full repeal. Here’s what still stands:
Foreign Reporting Companies Must Still File
Under revised regulation 31 C.F.R. §1010.380(c), a reporting company is now defined as any:
- Corporation, LLC, or similar entity
- Formed under the laws of a foreign country
- Registered to do business in a U.S. state or tribal jurisdiction via filing with a Secretary of State or equivalent office
In short, foreign-owned or registered entities doing business in the U.S. remain subject to BOI reporting.
Nonresident Aliens Are Still Considered Beneficial Owners
Under 31 C.F.R. §1010.380(d) and (f)(10), beneficial ownership reporting is only required for non-U.S. persons.
A U.S. person—defined under IRC §7701(a)(30)—is exempt. This includes:
- U.S. citizens
- U.S. residents for tax purposes
But nonresident aliens? They must still be reported if they hold ownership or control interests in a reporting company.
New Exemptions for Domestic Companies
Perhaps the most impactful update is the expanded exemption for domestic entities.
Entities created by filing formation documents with a state—like corporations and LLCs formed in the U.S.—are now exempt from BOI reporting. This change eliminates the burden on millions of small and medium-sized businesses across the country.
BOI Reporting Deadlines Still Apply—For Some
If your company is still considered a “reporting company” under the updated rules, BOI reporting deadlines haven’t gone away. Here’s what you need to know:
- Existing Reporting Companies (before the publication of the interim rule):
You have 30 days from the publication date in the Federal Register to file your initial BOI report. - New Reporting Companies (formed after the publication date):
You must file within 30 calendar days of either:
- Receiving actual notice of your business registration
- The date the state or tribal registry makes your business registration public
- Updates or Corrections:
If your previously submitted BOI report needs updates or corrections, those must be made within 30 days of discovering the error or change—this part remains unchanged.
Why the Change?
The rollback in BOI reporting requirements likely stems from:
- Concerns about regulatory burden on small businesses
- Privacy concerns related to disclosing beneficial owner information
- Administrative challenges in enforcing such broad rules
It’s also possible the rule reflects feedback from the business and legal community during the implementation of the original CTA regulations.
What This Means for Your Business
If you operate a domestic business (LLC, corporation, etc.) owned by U.S. persons, this is good news. You are no longer required to file a BOI report under the CTA—saving time, legal costs, and potential penalties.
However, if your business has foreign owners or is registered abroad, you still need to comply with the updated rules. Failing to do so could lead to enforcement actions and fines.
FAQs About BOI Reporting Requirements
What is BOI reporting?
BOI stands for Beneficial Ownership Information. BOI reporting is a requirement under the Corporate Transparency Act (CTA) that mandates certain businesses to disclose information about individuals who own or control them. The purpose is to help prevent money laundering, tax evasion, and other illicit activities.
👉 Learn more about BOI reporting here
Do I still need to file a BOI report if I own a U.S. LLC?
If your LLC is domestically formed and all beneficial owners are U.S. persons, then under the new interim final rule, you are exempt from filing a BOI report.
I run a foreign-owned U.S. business. What do I need to do?
You are still considered a reporting company. You must file a BOI report with FinCEN within the deadline and include information about nonresident alien beneficial owners.
What is a “U.S. person” for BOI purposes?
A U.S. person is defined under IRC §7701(a)(30) and includes U.S. citizens and residents for tax purposes. U.S. persons are exempt from being reported under the new rule.
What happens if I miss the 30-day BOI reporting deadline?
Missing the deadline can result in civil and criminal penalties. If you’re unsure whether your business qualifies or when you must file, it’s best to consult with a compliance expert immediately.
When does the new BOI rule take effect?
The rule becomes effective upon publication in the Federal Register. Existing reporting companies will then have 30 days to file their BOI report, and new ones will have 30 days from registration or notice.
Do I still have to update or correct BOI reports?
Yes. Any required updates or corrections must be submitted to FinCEN within 30 days of the change or discovery of an error. This rule remains unchanged.
Final Thoughts: Stay Proactive with Compliance
This regulatory update provides a significant reprieve for many U.S. businesses—but compliance isn’t optional for everyone. Foreign-owned companies and nonresident alien stakeholders must still pay close attention.
At GreenGrowth CPAs, we help businesses navigate ever-changing tax and compliance regulations with clarity and confidence.
For more information and updates on BOI reporting requirements visit the FinCEN’s official website.
This article is for informational purposes only and does not constitute legal advice or services related to FinCEN BOI compliance or BOI reporting rules.
