Impact of the Interim Final Rule FinCEN Requirements for Businesses

In what has seemingly become a revolving door of injunctions, delays, and rule updates, the Financial Crimes Enforcement Network (FinCEN) has once again made a major change to the Beneficial Ownership Information (BOI) reporting requirements under the Corporate Transparency Act (CTA). On March 21, 2025, FinCEN announced its “Interim Final Rule,” which provides perhaps the most significant rule changes to date. Under the Interim Final Rule, FinCEN removed the requirement for United States companies (formerly identified as “domestic reporting companies”) to report beneficial ownership information. As a result, only companies created under the laws of a foreign country but registered to do business in the United States (formerly identified as “foreign reporting companies”) are required to report beneficial ownership information.

What Does the Rule Update Mean for My Business? 

As your trusted team of corporate transaction lawyers, here is what you need to know:  

• If your company was formed in the United States, both your company and its beneficial owners are now exempt from reporting beneficial ownership information. If you were proactive and already filed your report, no further action will be needed to update, correct, or withdraw previously filed reports.  

• With limited exceptions, if your company was created in a foreign country but is registered to do business in the United States, you will need to file beneficial ownership information no later than April 20, 2025. The only significant caveat here is that such companies will not be required to report any United States persons as beneficial owners. Similarly, the rule exempts United States persons from having to provide beneficial ownership information to any foreign reporting company for which they are a beneficial owner.  

• Moving forward, foreign companies that register to do business in the United States will have 30 days from receiving notice that their registration is effective to file an initial beneficial ownership information report.  

FinCEN is accepting public comments on the Interim Final Rule until May 27, 2025.  

Overall, if you have any questions concerning the Interim Final Rule and how it may impact your business, please give a Plakas Mannos corporate transactions attorney a call today at 330-455-6112 to see how we can help!

Meet the Author

Hunter Miller is an associate attorney focusing on corporate transactions, commercial litigation, estate planning and probate, intellectual property litigation, and other practice areas.

Meet the Rest of Our Commercial Transactions Team

James Mannos is a partner whose practice focuses on real estate transactions, estate and probate matters, family law, and Claimant-side workers’ compensation matters.

Gary Corroto is an attorney and partner practicing law in various areas, including corporate transactions, commercial litigation, energy, oil and gas, and more.

Tyler Speer is an associate attorney at Plakas Mannos in various areas, including commercial litigation, corporate transactions and regulatory compliance, employment and workers’ compensation, and more.