After months of legal battles, court orders, and deadline extensions, FinCEN has issued an interim final rule exempting all domestic companies and their U.S. person beneficial owners from Beneficial Ownership Information reporting. If you are a U.S.-formed LLC, corporation, or other entity with only U.S. beneficial owners, you no longer need to file a BOI report. Here is the full picture.
The BOI Timeline
The Corporate Transparency Act was enacted in 2021, and FinCEN’s implementing rules took effect January 1, 2024. Companies formed before 2024 had until January 1, 2025 to file. But a series of legal challenges disrupted everything: a Texas district court injunction in December 2024, a Fifth Circuit reversal, the Supreme Court’s decision to lift the injunction in January 2025, then FinCEN’s own 30-day extension to March 21. Through it all, millions of small business owners were unsure whether they needed to file.
The March 2025 interim final rule resolved the uncertainty by exempting domestic reporting companies entirely. FinCEN indicated it would pursue a narrower rule focused exclusively on foreign-owned entities registered in the U.S.
Who Is Exempt
Any entity formed under the laws of a U.S. state or tribal jurisdiction is now exempt, regardless of size, industry, or number of beneficial owners. This covers LLCs, corporations, limited partnerships, and similar entities formed domestically. If your business was created by filing formation documents with a secretary of state in any U.S. state, you are exempt.
Who Must Still File
Foreign-formed entities that register to do business in any U.S. state are still required to report their foreign beneficial owners. If you have a subsidiary or affiliate formed under foreign law that holds a U.S. state registration, that entity must file.
What to Do With Your Existing Filing
If you already submitted a BOI report before the exemption, FinCEN has not indicated that you need to take any action. The filing remains on record but carries no continuing obligation for updates. If you had been preparing to file but had not yet submitted, you can stop. No filing is required.
Looking Ahead
The domestic exemption is likely to become permanent through legislation or final rulemaking. The OBBBA (currently moving through Congress) includes provisions that would codify this exemption. Regardless of the final legislative outcome, the practical reality is that domestic small businesses are no longer subject to BOI reporting.
This was a frustrating saga for business owners who spent time and money complying with a requirement that was ultimately withdrawn. The lesson: regulatory requirements can change rapidly, and staying informed prevents unnecessary compliance costs.