25/03/25

US: Updated Beneficial Ownership Reporting Rules: All U.S. Companies Are Exempt; Only Foreign Companies Must Report

As published on: orrick.com, Tuesday 25 March, 2025.

On March 21, 2025, the Financial Crimes Enforcement Network of the U.S. Treasury Department (“FinCEN”) narrowed the scope of the beneficial ownership information (“BOI”) filing requirement under the Corporate Transparency Act to exempt all companies formed in the United States (previously referred to as “domestic reporting companies”). FinCEN’s new interim final rule requires only “foreign reporting companies” – foreign entities registered to do business in the United States by filing a document with a secretary of state or a similar office – to file BOI reports.

In addition, under the interim final rule, foreign reporting companies are not required to report any beneficial owners who are citizens or residents of the United States (“U.S. persons”), and U.S. persons are not required to report BOI with respect to any foreign reporting company for which they are a beneficial owner. Foreign reporting companies that have U.S. and non-U.S. person beneficial owners are required to report only non-U.S. person beneficial owners.

Any foreign entity registered to do business in the United States after January 1, 2024, must include information about its “company applicant(s),” whether or not they are U.S. persons. Company applicants are the individual(s) who directly file the document that first registers a foreign reporting company to do business in the United States and who are primarily responsible for directing or controlling such filing.

Deadlines under the New Rule:
Foreign entities that register to do business in the U.S. on or after the date the interim final rule is published in the Federal Register (the “Federal Register Date”) must file an initial BOI report within 30 days after receiving notice that their registration with a secretary of state or similar office is effective.
Foreign entities that registered to do business in the United States before the Federal Register Date must file an initial BOI report within 30 days after the Federal Register Date.
Foreign reporting companies must file updates or corrections to their previously filed BOI reports no later than 30 days after the date of the changes to the previously filed information, or 30 days after the Federal Register Date, whichever comes later.
The rule will take effect once it is published in the Federal Register, but FinCEN is soliciting public comments for 60 days after the Federal Register Date. FinCEN intends to finalize the rule later this year.

FinCEN’s issuance of the rule follows the U.S. Treasury Department’s announcement that it would not enforce any penalties or fines against U.S. companies for failing to report BOI, and instead would issue a proposed rulemaking.

According to FinCEN, the changes to the BOI reporting requirement were driven by the reassessment of the balance between the usefulness of collecting BOI and the regulatory burdens imposed by the BOI rule conducted by the new presidential administration. FinCEN estimates that the number of reporting companies required to submit BOI reports will decrease from about 32.5 million to 11,667.

Tags

US Beneficial ownership Foreign companies AML