FinCEN BOI Compliance: FinCEN Exempts U.S. Entities from BOI Reporting Under the Corporate Transparency Act

If you’re a business owner in New York, you’ve likely heard about the Corporate Transparency Act (CTA) and its sweeping reporting requirements. But a major shift occurred on March 21, 2025. The Financial Crimes Enforcement Network (FinCEN) issued an interim final rule that now exempts U.S. entities and their beneficial owners from filing Beneficial Ownership Information (BOI) reports under the CTA.

This rule dramatically narrows the scope of CTA compliance and offers much-needed relief to New York companies previously burdened by the rule’s demands.

What Changed With the FinCEN Rule?

FinCEN’s new rule redefines “reporting companies.” As of now, only foreign entities registered to do business in the U.S. must submit BOI reports. This means:

• U.S. entities are no longer considered reporting companies.
• Beneficial owners who are U.S. citizens or residents are exempt.
• Foreign companies must still comply unless they meet exemption criteria.

For foreign companies registered before March 26, 2025, BOI reports are due by April 25, 2025. Those registering after that date have 30 days from the effective registration to file.

Why the Sudden Change?

FinCEN stated the exemption serves the public interest and no longer benefits national security or law enforcement. A source explained that this reassessment followed a change in presidential administrations and legal challenges to the CTA.

The rule took effect immediately, but it’s still open to public comment until May 27, 2025. A final rule is expected later this year.

What Does This Mean for NY Businesses?

New York corporations, LLCs, and other business entities no longer need to file BOI reports—at least for now. However, there are caveats:

• The CTA is still in effect for foreign entities.
• Legal challenges could alter the outcome.
• Future administrations might reinstate broader reporting.

If your business has already filed or obtained a FinCEN Identifier, you may still have obligations to update or deactivate it. No guidance on deactivation has been issued yet.

What’s Next? Ongoing Uncertainty with FinCEN BOI Compliance

This exemption may feel like a relief, but it doesn’t mean compliance is over forever. Companies should:

• Monitor ongoing court cases challenging the CTA’s constitutionality.
• Watch for updates to FinCEN’s customer due diligence rules.
• Review any contractual obligations requiring CTA compliance despite the new rule.

Are You Affected? Speak With a New York Business Lawyer

Navigating federal rule changes like this one can be complex—especially when the final rule is still pending. If you operate a business in New York and have questions about your status under the CTA or your previous BOI filings, contact our law firm.