BOI compliance guidance for non-U.S. residents

Key conclusions - As of March 26, 2025, FinCEN issued an interim final rule narrowing Corporate Transparency Act (CTA) BOI reporting obligations so that only “foreign reporting companies” (entities formed under foreign law that have registered to do business in a U.S. state or tribal jurisdiction by filing with a secretary of state or similar office) are required to file BOI reports with FinCEN.

Domestic U.S. entities (entities created in the United States) and U.S. persons are generally exempt from BOI reporting under this interim final rule. - Foreign reporting companies that are required to report must file BOI reports only for non-U.S. beneficial owners (FinCEN does not require reporting of U.S. persons’ BOI by foreign reporting companies). - Deadlines (per FinCEN guidance and the IFR): - Foreign entities registered to do business in the U.S. before March 26, 2025: file BOI reports by April 25, 2025. - Foreign entities registering on or after March 26, 2025: file an initial BOI report within 30 calendar days after receiving notice that their registration to do business is effective. - FinCEN provides a BOI e-filing system and published FAQs and a Small Entity Compliance Guide to help identify reporting companies, exemptions (23 listed exemptions), required data elements, and filing procedures.

Key conclusions - As of March 26, 2025, FinCEN issued an interim final rule narrowing Corporate Transparency Act (CTA) BOI reporting obligations so that only “foreign reporting companies” (entities formed under foreign law that have registered to do business in a U.S. state or tribal jurisdiction by filing with a secretary of state or similar office) are required to file BOI reports with FinCEN.

Domestic U.S. entities (entities created in the United States) and U.S. persons are generally exempt from BOI reporting under this interim final rule.

- Foreign entities registered to do business in the U.S. before March 26, 2025: file BOI reports by April 25, 2025. - Foreign entities registering on or after March 26, 2025: file an initial BOI report within 30 calendar days after receiving notice that their registration to do business is effective. - FinCEN provides a BOI e-filing system and published FAQs and a Small Entity Compliance Guide to help identify reporting companies, exemptions (23 listed exemptions), required data elements, and filing procedures.

• Foreign reporting companies that are required to report must file BOI reports only for non-U.S. beneficial owners (FinCEN does not require reporting of U.S. persons’ BOI by foreign reporting companies).
• Deadlines (per FinCEN guidance and the IFR):