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FinCEN Cancels Requiring Business Ownership Information Reports for U.S. Owners Only

After more than a year of controversy and confusion, the Financial Crimes Enforcement Network (FinCEN) is issuing an interim final rule cancelling the requirement to file Business Ownership Information Reports when an entity registered with a Secretary of State only has U.S. owners.

When an entity has foreign owners, only the ownership information for the foreign owners will have to be reported.

When the interim final rule is published in the Federal Register, these will be the due dates for foreign-owned entities:

  • For entities registered before the date of publication, 30 days after that date.
  • For entitles registered after the date of publication, an initial BOI report must be filed within 30 calendar days after receiving the notice their registration is effective.

Here is a link to FinCEN’s release announcing the change. https://www.fincen.gov/news/news-releases/fincen-removes-beneficial-ownership-reporting-requirements-us-companies-and-us

Business Ownership Information Reports deadline is March 21, 2025

On February 18, 2025, the U.S. District Court for the Eastern District of Texas lifted the injunction for the filing requirement for Business Ownership Information (BOI) reports in Samantha Smith and Robert Means v. U.S. Department of the Treasury.  FinCEN has announced a 30-day extension of the filing date to March 21, 2025. 

Note the extension doesn’t apply for new businesses formed after December 31, 2023.

Businesses that have other extensions for disaster relief can still rely on those extended due dates.

Plaintiffs in National Small Business United v. Yellen, No. 5:22-cv01448 (N.D. Ala.)—namely, Isaac Winkles, reporting companies for which Isaac Winkles is the beneficial owner or applicant, the National Small Business Association, and members of the National Small Business Association (as of March 1, 2024)—are not currently required to report their beneficial ownership information to FinCEN at this time.

The House of Representatives unanimously passed H.R. 736, Protect Small Businesses From Excessive Paperwork Act of 2025 on February 10, 2025, which would extend the deadline to January 1, 2025.  The Senate has referred the proposal to a committee.  Until the Senate passes it, the March 21, 2025 date remains effective. Considering the timeline, it seems unlikely the Senate will pass the extension before the deadline.

    For updates, watch the FinCEN web page, https://www.fincen.gov/boi.

    Tax and financial advice from the Silicon Valley expert.