Beneficial Ownership Information Reporting
Updated: Sept. 16, 2025
The Beneficial Ownership Information (BOI) framework, established under the Corporate Transparency Act (CTA) of 2021, set out to require the disclosure of BOI data to the Financial Crimes Enforcement Network (FinCEN).
However, the Financial Crimes Enforcement Network (FinCEN) issued an interim final rule in March 2025, removing the requirement for U.S. companies and U.S. persons to report BOI to FinCEN under the CTA.
The Treasury Department earlier announced the suspension of enforcement of the CTA against U.S. citizens and domestic reporting companies, including not enforcing any prior penalties or fines association with the BOI reporting rule.
Who needs to report?
The rule updates the definition of a “reporting company” to include only entities formed under foreign law that have registered to do business in a U.S. state or tribal jurisdiction by filing with a secretary of state or similar office. These entities, formerly referred to as “foreign reporting companies,” remain subject to BOI reporting requirements, while entities previously classified as “domestic reporting companies” are now exempt.
Additionally, the rule exempts foreign reporting companies from disclosing the beneficial ownership information (BOI) of U.S. persons and relieves U.S. persons from the obligation to provide their BOI to foreign reporting companies in which they have an ownership interest.
When do you need to do something?
As of March 26, 2025, newly registered foreign entities must file an initial BOI report within 30 days of receiving confirmation that their registration is effective.
What information do companies need to report?
- Its legal name.
- Any trade names, “doing business as” (d/b/a), or “trading as” (t/a) names.
- The current street address of its principal place of business if that address is in the United States, or, for reporting companies whose principal place of business is outside the United States, the current address from which the company conducts business in the United States.
- The foreign jurisdiction of formation of the reporting company.
- The state or tribal jurisdiction where the reporting company first registers.
- The IRS Taxpayer Identification Number (TIN) (including an Employer Identification Number (EIN)) of the reporting company, or where a reporting company has not been issued a TIN, a tax identification number issued by a foreign jurisdiction and the name of such jurisdiction.
