Alert: FinCEN BOI Rule Update

 

On March 21, 2025, the Financial Crimes Enforcement Network (FinCEN) issued an interim final rule removing the requirement for U.S. companies and U.S. persons to report beneficial ownership information (BOI) under the Corporate Transparency Act (CTA). However, entities that are formed under the law of a foreign country that have registered to do business in a U.S. state or Tribal jurisdiction by filing with a secretary of state or similar office are still required to report their BOI. These entities must file within 30 days of the rule’s publication.

 

What is a Beneficial Owner?

A beneficial owner is someone who either controls a company or owns at least 25% of it. This includes both direct and indirect control.

 

Do I Have to Report Beneficial Ownership?

You must report if your company has less than 20 employees and made less than $5 million in the previous year. Also, foreign-owned pooled investment vehicles must report, regardless of their size.

 

Exemptions

There are a total of 23 exceptions

 

If your company falls into any of these categories, you don't need to report:

• Securities reporting issuer
• Governmental authority
• Bank
• Credit union
• Depository institution holding company
• Money services business
• Broker or dealer in securities
• Securities exchange or clearing agency
• Other Exchange Act registered entity
• Investment company or investment adviser.
• Venture capital fund adviser
• Insurance company
• State-licensed insurance producer
• Commodity Exchange Act registered entity
• Accounting firm
• Public utility
• Financial market utility
• Pooled investment vehicle (unless it is a foreign legal entity)
• Tax-exempt entity
• Entity assisting a tax-exempt entity
• Large operating company
• Subsidiary of certain exempt entities
• Inactive entity

 

What Information Do I Need to Report?

You'll need to provide three types of information:

• Company Information: This includes the company name, address, jurisdiction of formation, and identification numbers.
• Beneficial Owner Information: For each beneficial owner, you'll need their full legal name, date of birth, current address, and identification number.
• Company Applicant Information: The person who creates or registers the company must provide their full legal name, date of birth, address, and identification number.

 

How to Obtain an Identification Number

For identification numbers, you can use an acceptable identification document like a non-expired U.S. passport, state-issued identification, or driver's license. If none of those are available, you can apply for a FinCEN identifier.

 

When to Report Beneficial Owner Information

If your company was formed before January 1, 2024, you must report by January 1, 2025. If formed on or after January 1, 2024, you have 30 days from the company's formation date.

Understanding these requirements will help your business stay compliant with the FinCEN Corporate Transparency Act. Ensure you report your beneficial ownership information accurately and on time to avoid any legal issues.