FinCEN Updates Beneficial Ownership Rules: Domestic Companies Exempt, Foreign Companies Face New Deadlines

On March 21, 2025, the Financial Crimes Enforcement Network (FinCEN), aligning with the U.S. Department of Treasury’s recent directive, issued an interim final rule that narrows the beneficial ownership (BOI) reporting to only entities that are foreign reporting companies.

Key Changes for U.S. Companies

Under the interim final rule issued by FinCEN, all U.S. entities and their beneficial owners are now exempt from reporting beneficial ownership information. Previously categorized as “domestic reporting companies,” these entities no longer have an obligation to submit BOI reports to FinCEN.

New Reporting Requirements for Foreign Companies

The updated regulation narrows the definition of a “reporting company” exclusively to entities formed under foreign law that have registered to conduct business within any U.S. state or tribal jurisdiction. These foreign entities must adhere to new reporting deadlines established by FinCEN:

• Entities already registered to do business in the U.S. prior to the publication of this interim final rule must file their BOI reports within 30 calendar days following the rule’s publication date.
• Entities registering after the interim final rule’s publication have 30 calendar days from the date their business registration becomes effective to file their initial BOI reports.

Notably, foreign reporting companies are not required to report U.S. persons as beneficial owners. Additionally, U.S. persons identified as beneficial owners of these foreign entities do not have individual BOI reporting obligations.

Public Participation and Next Steps

FinCEN has opened a public comment period for this interim final rule, aiming to finalize the regulation later this year. Stakeholders are encouraged to submit feedback as FinCEN continues refining the BOI reporting framework.

This update significantly simplifies compliance for domestic businesses while maintaining essential transparency requirements for international entities operating in the U.S. Stay tuned for further updates as the regulation moves toward finalization.