BlogLine

BOI reporting update – The interim rule has arrived

3/24/25

By: William R. Covino and Nancy M. Reimer

Tax practitioners who been following our client updates will be pleasantly surprised to learn the Financial Crimes Enforcement Network (“FinCen”) has issued its interim final rule, removing the requirement for U.S. Companies and U.S. persons to report beneficial ownership information (“BOI”) to FinCen under the Corporate Transparency Act (the “CTA”) and reaffirming it will not enforce any BOI reporting penalties or fines against U.S. citizens or domestic reporting companies or their beneficial owners. 

Under the interim final rule, the term “reporting company” is now defined to mean entities formed under the law of a foreign country and have registered to do business in any U.S. State or Tribal jurisdiction. Foreign entities who considered a “reporting company” without an exemption must still file their BOI Reports with FinCen with certain limitations. These entities will not be required to report any U.S. persons as beneficial owners, and U.S. persons will not be required to report BOI with respect to any such entities in which they are a beneficial owner. 

FinCen also set the following deadlines for foreign entities who must file BOI Reports: 

• “Reporting companies registered to do business in the United States before the date of publication of the interim final rule must file BOI reports no later than 30 days from that date. 

• Reporting companies registered to do business in the United States on or after the date of publication of the interim final rule have 30 calendar days to file an initial BOI report after receiving notice that their registration is effective.” 

All these requirements and deadlines remain subject to change. Among other future challenges to the CTA, the Fifth Circuit Court of Appeals is set to hear oral arguments on March 25, 2025 concerning the constitutionality of the CTA in the pending appeal of Texas Top Cop Shop, Inc. et al. v. Merrick Garland, Attorney General of the United States, et al., Civil Action No. 4:24-CV-478 (“Texas Top Cop Shop”).  

For more information on this topic, please contact Nancy Reimer at nancy.reimer@fmglaw.com, Will Covino at william.covino@fmglaw.com or your local FMG relationship partner.