FinCEN Clarifies BOI Reporting Requirements for U.S. Companies with Foreign Ownership

The Financial Crimes Enforcement Network (FinCEN) has issued an interim final rule that narrows the scope of entities required to report beneficial ownership information (BOI) under the Corporate Transparency Act. Most notably, the rule eliminates BOI reporting obligations for U.S. companies and U.S. persons in certain foreign ownership scenarios.

Updated Definition of Reporting Companies

Under the interim final rule, FinCEN has revised the definition of a “reporting company” to apply only to foreign entities—companies formed under the laws of a jurisdiction outside the United States that have registered to do business in the U.S. by filing with a state or tribal authority (e.g., a secretary of state). These entities, previously referred to as “foreign reporting companies,” remain subject to BOI reporting unless they qualify for one of the 23 exemptions.

At the same time, the rule removes the BOI reporting requirement for entities formed in the United States, previously called “domestic reporting companies,” in cases where U.S. persons have ownership in a foreign entity registered in the U.S. This means that U.S.-created companies—and their beneficial owners—are not required to file BOI reports solely due to foreign ownership interests.

Foreign companies registered to do business in the U.S. are not required to report U.S. persons as beneficial owners, and U.S. persons are likewise not obligated to report BOI on foreign entities in which they hold ownership.

New Deadlines for Foreign Reporting Companies

To support compliance with these updates, FinCEN has established new deadlines for foreign companies registered to do business in the United States:

• BOI reports must be submitted within 30 days of the rule’s effective date for companies registered before the interim final rule’s publication.
• For companies registering on or after the publication date, the BOI report must be filed within 30 days of receiving confirmation that their registration is effective.

FinCEN is currently accepting public comments on the interim final rule and intends to issue a finalized version later this year.

What This Means for Your Business

With these deadlines fast approaching, now is the time to review your company’s ownership structure and assess whether the revised reporting requirements impact your entity. Have questions about BOI reporting? We’re here to help—contact a CRI advisor today to discuss your next steps. Our team can help you interpret the latest guidance, evaluate your compliance obligations under the Corporate Transparency Act, and move forward confidently.