On March 21, 2025, the Financial Crimes Enforcement Network (FinCEN) issued an interim final rule narrowing the types of companies required to report BOI and the definition of beneficial owner. FinCEN is accepting written comments until May 27, 2025 and anticipates issuing a final rule later this year.
At this time, non-US entities registered to do business in the United States that do not fall within one of 23 exemptions must file and keep current BOI reports no later than April 25, 2025. Prior to the interim final rule, US entities also were required to file BOI reports.
The CTA broadly defines beneficial owner to include anyone who owns or controls at least 25% of a company’s ownership interests and anyone else who exercises “substantial control” over the company. The interim final rule exempts reporting companies from providing US persons’ BOI.
Failure to comply with the CTAʼs requirements can result in significant civil and criminal penalties, including potential incarceration.
We routinely assist clients in navigating the CTAʼs reporting requirements, including determining (1) whether they must file a BOI report or whether an exemption applies, (2) who qualifies as a “beneficial owner” and what information about the individual needs to be reported, and (3) when and how to file (and update) a BOI report.
- Advising a major oil and gas company regarding the CTA reporting obligations of their various US and non-US joint ventures
- Counseled a multinational foreign company regarding whether more than 40 legal entities, including partially owned subsidiaries and joint ventures, were obligated to report their BOI
- Counseled a non-US company without US operations that issues American depository shares and common stock registered under section 12 of the Securities Exchange Act of 1934 in determining whether its wholly owned subsidiaries were exempt from the CTA
- Advised a privately owned Mexican company on whether the holding company for multiple US subsidiaries could be exempt from reporting based on the large operating company exemption, including how to determine whether the holding company satisfied the income and employee thresholds to fall within that exemption
- Guided a public utility company in determining which exemptions to the CTA may apply to its entities