FinCEN Announces Issuance of Interim Final Rule Removing Beneficial Ownership Interest Reporting Requirement for U.S.-Formed Companies

FinCEN Announces Issuance of Interim Final Rule Removing Beneficial Ownership Interest Reporting Requirement for U.S.-Formed Companies

On March 21, 2025, the Financial Crimes Enforcement Network (FinCEN) announced that it is issuing an interim final rule that removes the requirement for U.S. companies and U.S. persons to report beneficial ownership information (BOI) to FinCEN under the Corporate Transparency Act (CTA). Companies formed in the United States are removed from the definition of “reporting company” under the interim final rule, and in its announcement FinCEN explained that, “through this interim final rule, 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.”

This announcement follows an announcement from the Department of the Treasury on March 2, 2025, in which it stated that the BOI reporting requirement under the CTA would not be enforced. The interim final rule announced by FinCEN takes that one step further by removing the reporting requirement altogether for entities created in the United States.

The interim final rule becomes effective immediately on the date of publication in the Federal Register, which means that community associations formed in the U.S. can continue to choose not to submit a BOI report and updated reports at this time and will be formally excluded from the CTA’s reporting requirements under the interim final rule. FinCEN’s announcement can be found here: https://fincen.gov/news/news-releases/fincen-removes-beneficial-ownership-reporting-requirements-us-companies-and-us, and the interim final rule can be found here: https://fincen.gov/resources/statutes-regulations/federal-register-notices/beneficial-ownership-information-3.

We will continue to monitor and alert our clients regarding any further developments, although it now appears very likely that months of uncertainty regarding the BOI reporting obligation may be coming to an end.