BOI Reporting Requirements Suspended for U.S. Companies: What Businesses Need to Know

Major Shift in Corporate Transparency Enforcement

After months of legal uncertainty and industry concern, the U.S. Department of the Treasury has officially suspended enforcement of the Beneficial Ownership Information (BOI) reporting requirements for domestic companies and U.S. persons. This decision marks a significant change in the rollout of the Corporate Transparency Act (CTA), which had initially required millions of small and mid-sized businesses to report ownership details to the Financial Crimes Enforcement Network (FinCEN).

Background: What Changed?

The CTA, enacted in 2021, was designed to improve financial transparency by requiring both domestic and foreign entities to report beneficial ownership details. The goal was to combat illicit activity by making it harder for anonymous shell companies to operate in the U.S.

However, in March 2025, the Treasury issued an interim final rule that revised the definition of “reporting companies,” effectively removing domestic companies and U.S. persons from the reporting requirement. As a result, businesses based in the U.S. are no longer required to file BOI reports with FinCEN.

This change comes in response to legal challenges and concerns from small business advocates who argued that the original mandate placed an unnecessary burden on smaller companies. The updated rule reflects a more targeted enforcement strategy aimed at balancing transparency with practical business concerns.

What Remains in Effect?

While domestic reporting is no longer required, the CTA itself is still active. Importantly, foreign entities registered to conduct business in the United States are still subject to BOI reporting requirements. These companies must continue to comply with FinCEN’s established deadlines and criteria.

No Fines or Penalties for Domestic Non-Compliance

FinCEN has confirmed that domestic companies will not face penalties for failing to comply with the now-suspended reporting rules. Businesses that had begun preparations to file can pause their efforts unless they fall into the category of foreign reporting companies.

For additional context on the original reporting rules and how they evolved, see our previous post: Understanding the Beneficial Ownership Information Act: Current Status and Future Outlook.

Looking Ahead: What Businesses Should Watch For

The Treasury has indicated that it will seek public input on how to refine the CTA and its future enforcement. It remains possible that new domestic reporting requirements could be introduced later, possibly with revised thresholds or simplified processes. Companies should continue monitoring developments to stay informed about future compliance obligations.

Final Takeaway for U.S. Companies

For now, domestic businesses no longer need to worry about BOI filings. However, foreign entities operating in the U.S. remain responsible for complying with FinCEN’s requirements. Companies with international ties or complex ownership structures should consult with legal counsel to confirm whether they are affected.

Contact Stagg Wabnik Law Group

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Stagg Wabnik Law Group closely monitors federal and state regulatory updates that impact businesses. For guidance on corporate compliance or to review your company’s obligations, contact us at (516) 812-4550 or visit our contact page.

Frequently Asked Questions

1. Does this mean the Corporate Transparency Act is no longer in effect? No, the CTA is still in effect. The law has not been repealed, but the reporting requirement for domestic companies has been suspended.

2. Who is still required to file BOI reports? Foreign entities that are registered to do business in the United States are still subject to BOI reporting requirements under FinCEN’s current rules.

3. Will BOI reporting for U.S. companies return in the future? It’s possible. The Treasury Department plans to solicit public feedback, and new domestic reporting obligations could be introduced later with adjustments.

4. What should my business do now? If your business is U.S.-based with no foreign registration, no action is currently needed. If you operate internationally or through complex structures, it’s best to consult legal counsel to confirm your status.