Interim Final Rule: Questions and Answers

FinCEN has prepared the following questions and answers (Q&As) in anticipation of inquiries relating to the Beneficial Ownership Information Interim Final Rule.

These Q&As are explanatory only and do not supplement or modify any obligations imposed by statute or regulation. Please refer to the Beneficial Ownership Information Reporting Requirement Revision and Deadline Extension, available at https://fincen.gov/boi/Reference-materials.

  1. What has changed about which companies are required to report beneficial ownership information (BOI) to FinCEN?

    Companies created in the United States are no longer considered reporting companies and therefore do not need to report BOI to FinCEN under the Corporate Transparency Act.

    Through an interim final rule, FinCEN revised the definition of “reporting company” in its implementing regulations to mean only those entities that are formed under the law of a foreign country and have 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. Only entities that meet these criteria and that are not otherwise exempt must report BOI to FinCEN. FinCEN also exempted entities previously known as “domestic reporting companies” from BOI reporting requirements.

    There are multiple types of entities that are exempt from the reporting requirements. Carefully review the qualifying criteria before concluding that your foreign company is exempt.

  2. Are certain companies exempt from beneficial ownership information (BOI) reporting requirements?

    Yes. All domestic entities created in the United States, and their beneficial owners, are exempt from the requirement to file initial BOI reports, or to update or correct previously filed BOI reports. This includes companies previously known as “domestic reporting companies.” Additionally, the Corporate Transparency Act and its implementing regulations also exempt various other types of entities from the BOI reporting requirements, even if created in a foreign country.

  3. Is a reporting company required to report beneficial ownership information (BOI) about U.S. persons?

    No. Reporting companies do not need to report BOI of any U.S. persons, and U.S. persons are exempt from having to provide BOI with respect to any reporting company for which they are a beneficial owner.

  4. How has the special rule for foreign pooled investment vehicles changed?

    Under the special rule, a foreign pooled investment vehicle (PIV) meeting certain requirements has not been required to report information about all its beneficial owners to FinCEN, but only information about a single individual who exercises substantial control over the entity. The interim final rule amends the special rule so that, if the only individuals exercising such control over a foreign PIV are U.S. persons, no one’s information must be reported to FinCEN. If, however, more than one individual exercises substantial control over the foreign PIV and at least one of those individuals is not a U.S. person, the PIV must report the information of the non-U.S. person who has the greatest authority over the strategic management of the entity to FinCEN.

  5. When do I need to report my company’s beneficial ownership information (BOI) to FinCEN?

    Any foreign entity that became a reporting company before March 26, 2025, is required to file an initial report no later than April 25, 2025.

    Any foreign entity that becomes a reporting company on or after March 26, 2025, is required to file an initial report within 30 calendar days of the earlier of the date on which it receives actual notice that it has been registered to do business or the date on which a secretary of state or similar office first provides public notice, such as through a publicly accessible registry, that the reporting company has been registered to do business.

  6. Has the definition of “beneficial owner” changed?

    No. The definition of “beneficial owner” has not changed. However, reporting companies do not need to report BOI of any U.S. persons, and U.S. persons are exempt from having to provide BOI with respect to any reporting company for which they are a beneficial owner.

  7. What information does a reporting company have to report about itself?

    A reporting company is required to report:

    1. Its legal name;
    2. Any trade names, “doing business as” (d/b/a), or “trading as” (t/a) names;
    3. 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;
    4. The foreign jurisdiction of formation of the reporting company;
    5. The State or Tribal jurisdiction where the reporting company first registers; and
    6. The Internal Revenue Service (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.

  8. Entities that are created by the filing of a document with a secretary of state or any similar office under the law of a State or Indian tribe are exempt from reporting beneficial ownership information (BOI) to FinCEN. What does the term “State” mean?

    For the purposes of this rule, a U.S. “State” means any State of the United States, the District of Columbia, the Commonwealth of Puerto Rico, the Commonwealth of the Northern Mariana Islands, American Samoa, Guam, the United States Virgin Islands, and any other commonwealth, territory, or possession of the United States.

  9. Is FinCEN accepting comments on this interim final rule?

    Yes. FinCEN is accepting written comments on this interim final rule until May 27, 2025. Comments may be submitted by any of the following methods:

    • Federal E-rulemaking Portal: https://www.regulations.gov. Follow the instructions for submitting comments. Refer to Docket Number FINCEN-2025-0001 and the Office of Management and Budget (OMB) control number 1506-0076.
    • Mail: Policy Division, Financial Crimes Enforcement Network, P.O. Box 39, Vienna, VA 22183. Refer to Docket Number FINCEN-2025-0001 and OMB control number 1506-0076.

  10. Why is FinCEN exempting domestic reporting companies from the beneficial ownership information (BOI) requirements, especially considering FinCEN’s previous statements about the importance of BOI reporting for law enforcement, national security, and intelligence?

    • Consistent with the exemptive authority provided in the Corporate Transparency Act and the direction of the President, the Secretary of the Treasury (Secretary) has reassessed the balance between the usefulness of collecting BOI and the regulatory burdens imposed by FinCEN’s BOI reporting requirements.
    • The Secretary has assessed that exempting U.S. businesses would ensure that these regulations are appropriately tailored to advance the public interest, considering the burdens imposed by the regulations without sufficient benefits.