The Financial Crimes Enforcement Network (FinCEN) has issued an interim final rule that no longer requires U.S. companies/persons to report beneficial ownership information (BOI) under the Corporate Transparency Act.

In that rule, FinCEN has revised its definition of a “reporting company” to mean only those entities formed under the law of a foreign country and registered to do business in a U.S. state or tribal jurisdiction. FinCEN also exempted entities previously known as “domestic reporting companies” from BOI reporting requirements. Thus, all entities created in the U.S. and their beneficial owners are exempt from BOI reporting.

Foreign entities that meet the new “reporting company” definition (and are not deemed exempt) must report to FinCEN under new deadlines, as follows:

• Those registered to do business in the U.S. before the interim final ruling must report BOI no later than 30 days from that date.
• Those registered to do business in the U.S. on or after the interim final ruling date must file within 30 calendar days after receiving notice that their registration is effective.

However, those entities are not required to report any U.S. persons as beneficial owners, and U.S. persons are not required to report for any entity for which they are a beneficial owner.

In addition, the New York State LLC Transparency Act remains in effect; however, it exempts any entities deemed exempt under the federal law, meaning as it stands now, current NY LLCs will not have to report when it goes into effect on Jan. 1, 2026.

To learn more, visit the FinCEN website. And as always, if you have questions re: BOI reporting or business law in general, please contact the Colligan Law team at 716- 885-1150 for assistance.