FinCEN‘s March 2025 Interim Final Rule exempted domestic reporting companies and U.S. persons from Beneficial Ownership Information (BOI) reporting under the Corporate Transparency Act (CTA), significantly rolling back requirements for U.S. small businesses.
What Changed Under the CTA
- Domestic Exemption: Following legal challenges and administrative reviews, FinCEN removed the BOI reporting requirement for U.S.-formed corporations, LLCs, and similar domestic entities.
- Foreign Entity Requirements: Non-exempt foreign reporting companies (foreign entities registered to do business in the U.S.) still face reporting rules, though U.S. person beneficial owners are excluded from those disclosures.
- Constitutional Status: The Eleventh Circuit upheld the constitutionality of the CTA in December 2025, and related challenges remain pending, meaning the statutory framework itself has not been completely struck down by the courts despite reduced enforcement.
- Legislative Push: Congressional bills (such as H.R. 425 and S. 4419) have sought to permanently codify domestic exemptions and delete previously collected U.S. BOI records.
What Businesses Should Know and Do
- Domestic Businesses: You are currently exempt from filing or updating BOI reports with FinCEN under the interim rules.
- Maintain Internal Records: Even though federal filing is paused for domestic entities, you should still keep accurate corporate and ownership records on file internally.
- Foreign-Owned or Foreign Entities: If you operate a foreign reporting company registered in the U.S., verify whether you still fall under active foreign filing requirements.
- Watch for Scams: Because of shifting rules and confusion, be on high alert for phishing scams impersonating FinCEN or federal agencies demanding filing fees or compliance data.
If you want to learn more, please contact C Squared Accounting & Business Services.
