Beneficial Ownership After the BOI Reset: What U.S. vs Foreign Companies Still Have To Do

Answer in brief
After FinCEN’s March 2025 interim final rule, U.S.-created entities and their beneficial owners are exempt from BOI reporting. The BOI filing obligation now applies only to certain foreign entities registered to do business in a U.S. state or Tribal jurisdiction by filing with a secretary of state or similar office, unless an exemption applies. ([FinCEN.gov][1])

What changed

FinCEN revised the definition of “reporting company” so that it now covers only entities formed under foreign law that registered to do business in the United States through a state or Tribal filing. FinCEN also exempted entities previously treated as “domestic reporting companies,” and said U.S. persons do not have to report BOI with respect to these foreign reporting companies. ([FinCEN.gov][1])

What U.S. companies still have to do

For BOI filing purposes, the big answer is: generally nothing under the revised CTA rule. FinCEN states that all entities created in the United States, including those previously called domestic reporting companies, are exempt from BOI reporting, and FinCEN said it would not enforce BOI penalties or fines against U.S. citizens, domestic reporting companies, or their beneficial owners under this change. ([FinCEN.gov][1])

What foreign companies still have to do

Foreign entities that meet the new definition of reporting company and do not qualify for an exemption still must file BOI. FinCEN states that foreign reporting companies registered before March 26, 2025 had until April 25, 2025 to file, while those registered on or after March 26, 2025 have 30 calendar days after notice that registration is effective to file an initial BOI report. ([FinCEN.gov][1])

The compliance trap

The biggest trap now is assuming “BOI is dead.” It is not dead for everyone. It is mostly removed for U.S.-created entities, but it still matters for certain foreign-registered entities, and those entities also do not report U.S. persons as beneficial owners under the revised rule. ([FinCEN.gov][1])