New BOI Ruling Lets US-Based Companies Off the Hook

BOI Reporting Rules Change Again: Domestic Companies Now Exempt

Major Shift in Beneficial Ownership Reporting Requirements

The latest BOI ruling has changed the game for small businesses in the U.S. On March 26, 2025, FinCEN will issue an interim final rule that dramatically narrows who must file Beneficial Ownership Information (BOI) reports under the Corporate Transparency Act (CTA).

Under this new rule, domestic companies are now exempt from BOI reporting requirements. That includes most small businesses operating in the United States.

Domestic Companies No Longer Required to File BOI

Previously, both domestic and foreign companies were required to file BOI reports. These reports collect identifying information about the individuals who own or control businesses, aiming to prevent financial crimes like money laundering and tax fraud.

However, the new rule completely removes “domestic reporting companies” from the definition of who must report. This means U.S.-based corporations, LLCs, and other businesses formed by filing with a state or tribal office no longer need to submit BOI reports, correct previous filings, or provide updates.

This exemption also applies to U.S. persons who own foreign companies. These individuals are no longer required to give their personal information to the foreign company for reporting.

Why the BOI Ruling Changed

This decision came after a reassessment by the Treasury Department, following a new executive order from President Trump and multiple court rulings. FinCEN acknowledged that BOI rules were placing a heavy burden on small businesses.

The original BOI rules were expected to cost small businesses billions of dollars in labor and compliance time. FinCEN noted many comments from the public said the rules were “excessively onerous” and would hurt businesses during tough financial times.

The Secretary of the Treasury, with agreement from the Attorney General and Homeland Security, determined that collecting BOI from U.S. companies no longer serves the public interest and isn’t useful enough for law enforcement to justify the cost. As a result, domestic companies are now officially exempt from the rule.

What About Foreign Companies?

Foreign companies still need to file BOI reports—but with a twist. If a foreign company has only U.S. citizens or permanent residents as beneficial owners, it does not have to report any of them. Foreign companies only need to report non-U.S. individuals who own or control the business.

In short:

• Foreign companies registered to do business in the U.S. must still file BOI reports.

• U.S. persons who own or control foreign companies are exempt from reporting.

• Foreign companies with only U.S. owners don’t have to report at all.

New Reporting Deadline for Foreign Companies

For those foreign reporting companies that are still required to file, the deadline has been extended. They now have 30 days from the date of publication in the Federal Register (March 26, 2025) or 30 days from their registration date—whichever is later—to file their BOI reports.

These companies can file through the FinCEN BOI filing system at BOIefiling.FinCEN.gov.

No BOI Ruling Change for Exempt Entities

Even before this latest change, there were already 23 categories of exempt entities under the CTA. These included banks, credit unions, insurance companies, and large operating companies with over 20 employees and more than $5 million in revenue. Those exemptions remain in place.

The new interim final rule simply adds all domestic companies to the exemption list—unless they were already covered by a different exemption.

Background: Why BOI Ruling Was Created

The Corporate Transparency Act was passed in 2021 to help law enforcement uncover hidden ownership in shell companies used for illegal activity. FinCEN’s job was to create and enforce rules requiring businesses to disclose who really owns and controls them.

The rules became effective on January 1, 2024, and companies were originally given a year to comply. But several legal challenges followed, including the cases Texas Top Cop Shop v. Bondi and Smith v. Treasury. These led to a back-and-forth of paused and reinstated deadlines, adding to the confusion.

On March 2, 2025, the Treasury announced it would suspend enforcement of BOI reporting for U.S. citizens and domestic companies, signaling a likely change. That change is now official.

Comments Still Open

Although this rule is already in effect, FinCEN is still accepting public comments through May 25, 2025. Comments can be submitted online at regulations.gov under Docket Number FINCEN-2025-0001.

FinCEN plans to review these comments and issue a final rule later in the year.

BOI Ruling: Looking Ahead

Key Takeaways for U.S. Small Businesses:

• No BOI filing is required for U.S.-based companies formed by filing with a state or tribal office.

• If a U.S. person owns a foreign company, they are not required to report their ownership.

• Foreign companies registered to do business in the U.S. still must report—but only the BOI of non-U.S. owners.

• Foreign companies now have 30 days from March 26 or their registration date to file.