FinCEN, the Financial Crimes Enforcement Network of the U.S. Treasury Department announced on March 2, 2025, that it would publish an Interim Final Rule no later than March 21 to address the filing of Beneficial Ownership Information Reports (BOIRs) by small corporations (https://www.prepassalliance.org/beneficial-ownership-information-reports-deadline-relaxed/). The BOIR burden, triggered by the Corporate Transparency Act, was the subject of extensive litigation, nationwide injunctions, and uncertain deadlines.
On March 21 FinCEN followed through, bringing relief to U.S. corporation and citizens. Effective upon filing with the Federal Register, the Interim Final Rule will remove the BOIR requirement from all U.S.-based corporations and all U.S. citizens (Beneficial Ownership Information Reporting Requirement Revision and Deadline | FinCEN.gov). BOIRs are still required of foreign corporation who have registered to do business in any U.S. state or Tribal jurisdiction. Even there, the foreign corporations need not report any U.S. citizens who are among their beneficial owners. Conversely, U.S. citizens need not report their beneficial ownership status in a foreign corporation. The Interim Final Rule allows foreign corporations an additional 30 days to file their BOIR.
The Corporate Transparency Act (CTA) was adopted by Congress to uncover sources of money laundering, fraud, and terrorism financing. Seeking who controls money within corporations, CTA required small corporations (S corps and LLCs) to report “beneficial ownership” information to FinCEN. (That information was already largely known for larger and publicly traded corporations.) Now FinCEN says it can work through state-level secretaries of state and in conjunction with the Internal Revenue Service (IRS) when there is evidence that a U.S.-based corporation or U.S. citizen is engaged in illegal financial activities.
An Interim Final Rule is a measure seldom used by federal agencies. It is effective upon filing with the Federal Register but allows public comment for 60 days.