FinCEN Final Rule Removes BOI Requirements for U.S. Companies and U.S. Citizens

The Financial Crimes Enforcement Network issued an interim final rule that significantly narrowed the scope of the Corporate Transparency Act (CTA), P.L. 116-283, passed by Congress in 2021.

The interim final rule revises the definition of “reporting company” to only those entities that are formed under the law of a foreign country and that 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 (formerly known as “foreign reporting companies”).

The final rule is consistent with the previous announcements from the U.S. Department of Treasury and states:

• Domestic entities and their beneficial owners are exempt from filing or updating BOI reports
• U.S. persons that are beneficial owners of foreign entities do not need to file BOI reports
• U.S. persons that are beneficial owners of foreign entities do not have to provide information to those entities for BOI reporting purposes

The rule also includes a new deadline for reporting:

• A 30-day extension on the filing deadline for foreign entities (previously March 21)
  • New foreign entities registered to do business in the U.S. must file an initial BOI report within 30 days of notification that their registration is effective

Addressing compliance obligations

This article is not intended to provide any legal advice and UHY does not provide services related to CTA or the CTA’s BOI reporting requirements. We strongly encourage you to contact your legal counsel if you have questions regarding the CTA or to assist in your possible BOI reporting obligations.