All Domestic Business Entities Now Exempt from BOI Reporting

This announcement is the latest in a series of twists and turns concerning the controversial compliance requirement introduced to help detect and prevent crimes such as money laundering, tax fraud, financing terrorism, and other illegal activities.

New “Reporting Company” Definition

According to that interim final rule, the definition of “reporting company” now includes only entities that are formed under the law of a foreign country and have registered to do business in any U.S. State or Tribal jurisdiction by the filing of a document with a Secretary of State or similar office. Entities previously known as “domestic reporting companies,” which included most small businesses registered as LLCs or Corporations formed in the U.S., are no longer subject to the BOI reporting requirements.

Requirements for Foreign Entities

Foreign entities meeting the “reporting company” definition that do not qualify for an exemption must submit a beneficial ownership information report (BOIR) to FinCEN. However, FinCEN stated in its release that foreign 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 entity for which they are a beneficial owner.”

BOIR deadlines for foreign entities considered reporting companies:

• Reporting companies registered to do business in the U.S. before March 21, 2025 are due on or before April 20, 2025.
• Reporting companies registered to do business in the U.S. on or after March 21, 2025 are dye 30 calendar days after receiving notice that their registration is effective.

Fines and Penalties for Not Filing a Report

FinCEN has said that it will not enforce any BOIR penalties or fines against domestic reporting companies (which are no longer considered reporting companies under the interim final rule) or U.S. citizens considered beneficial owners.

The interim final rule does not specifically state what civil or criminal penalties will apply to foreign entities if they are required to file a BOIR and fail to do so.

What’s Next?

If you’re one of the many domestic business entities that has filed a BOIR, you will not have to issue a corrected or updated report if your company or beneficial ownership information changes because under the interim final rule, you are no longer considered a reporting company.

FinCEN has not provided a date for when it expects to issue its final rule on beneficial ownership information reporting requirements. We will be watching closely for announcements so we can provide timely updates.

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