Banking and Finance Law Daily Wrap Up, BANK SECRECY ACT—FinCEN relieves U.S. companies, persons from beneficial ownership reporting burdens, (Mar 24, 2025)

By A. Bryan Gerepka

A FinCEN interim final rule limits reporting requirements exclusively to foreign reporting companies.

Under a revised definition of “reporting company,” the Financial Crimes Enforcement Network (FinCEN) excluded U.S. companies, U.S. persons, and entities from requirements to file beneficial ownership information (BOI) reports as required under the Corporate Transparency Act (CTA). These entities, previously known as “domestic reporting companies,” are not required to update or correct any previously submitted BOI reports, FinCEN added.

In an interim final rule (IFR) issued and adopted March 21, 2025, FinCEN redefined “reporting company” in its implementing regulations as foreign entities that are 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--formerly known as “foreign reporting companies”. Foreign entities that meet the new definition and do not qualify for an exemption from the reporting requirements must file their BOI under new deadlines outlined by FinCEN. However, foreign entities are not required to report any U.S. persons as beneficial owners. Similarly, U.S. persons are not required to report BOI in any foreign entity where they are a beneficial owner, FinCEN stated.

Background. The IFR is in line with the Trump administration’s plans to rein in burdensome regulations. On Mar. 2, 2025, the Treasury Department announced that it would not enforce any fines or penalties related to BOI reporting under the CTA for U.S. citizens and companies (see Banking and Finance Law Daily, Mar. 3, 2025). Treasury also announced plans to issue proposed rulemaking to narrow the scope of BOI reporting requirements under the CTA.

IFR. Through the interim final rule, reporting requirements will only apply to entities previously defined as “foreign reporting companies.” FinCEN stated that all entities created in the United States—including those previously known as “domestic reporting companies”—and their beneficial owners will be exempt from the requirement to report BOI to FinCEN. With limited exceptions, the interim final rule does not change the existing requirement for foreign reporting companies to file BOI reports, FinCEN added. Moreover, the IFR extends the deadline to file initial BOI reports, and to update or correct previously filed BOI reports, to 30 days from the date of this publication to give foreign reporting companies additional time to comply.

New Reporting Deadlines. Upon the publication of the IFR, foreign entities that are reporting companies must meet the following deadlines:

• Reporting companies registered to do business in the U.S. before the date of publication of the IFR must file BOI reports no later than 30 days from that date.

• Reporting companies registered to do business in the U.S. on or after the date of publication of the IFR have 30 calendar days to file an initial BOI report after receiving notice that their registration is effective.

Effective date, comment period. While the IFR is effective immediately under 5 U.S.C. 553(d)(1) as a “substantive rule which grants or recognizes an exemption or relieves a restriction, FinCEN stated that is accepting comments and intends to finalize the rule in 2025. The comment period will extend for 60 days after publication of the IFR. FinCEN added that it will consider and address comments on the IFR and make changes, if warranted, when it issues a final rule.

MainStory: TopStory BankingOperations BankSecrecyAct CrimesOffenses EnforcementActions FinancialStability GCNNews IdentityTheft Privacy PrudentialRegulation SecuritiesDerivatives