Who Needs to File a FinCEN BOI Report with the March 26, 2025 Interim Final Rule?
Here's a Full Breakdown

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What a riskier world it would be if a business could not tell who is behind it or who owns it. Unclear ownership structures have been a black hole for crimes such as money laundering and fraud for many years.  This was the driving force behind the Corporate Transparency Act in the U.S.

FinCEN Beneficial Ownership Information (BOI) report was a crucial tool for ensuring transparency. However, with many changes to the enforcement of the Corporate Transparency Act in the past year, especially the most recent interim final rule just issued by the Department of the Treasury on March 26, 2025, it's crucial to determine if your company needs to file and start organizing your initial boi report.

What is FinCEN Beneficial Ownership Information (BOI)?  What happened to the CTA?

The original intent of the Corporate Transparency Act is to require FinCEN Beneficial Ownership Information (BOI) reporting in order to provide U.S. government information on individuals who directly or indirectly own or control a company.

Originally, except for a few exemptions, all entities are required to report their company's beneficial owners who are individuals who have 25% or more of the reporting company's ownership interests in an entity.  This included U.S.-formed companies and foreign companies registered in the U.S.  The reporting of beneficial owners included U.S. persons and non-U.S. persons.

Although the Corporate Transparency Act could enhance awareness of who owns and who has substantial control in a corporation, which would better facilitate the pursuit of financial crimes such as money laundering, fraud, and tax evasion. In a constantly changing regulatory environment, it has imposed a tremendous amount of burdens on U.S. businesses and their owners.  

Any companies with more than 6 entities would have difficulties in interpreting the CTA to determine what to file.  The CTA is not an easy regulation to interpret.  These companies would have to spend thousands of dollars on legal fees to guide them and then more fees on filing with FinCEN.  Although they can file for free on FinCEN's website, it is not realistic for companies that have many entities to file one at a time via FinCEN's website.

Various businesses filed lawsuits in different states to put a pause on FinCEN BOIR, and some courts rejected the request, but there were a few courts that imposed nationwide injunctions.  These injunctions caused more chaos to the already stressful reporting situation.  

On March 26, 2025, the Department of the Treasury issued an interim final rule that limited the scope of the reporting requirements.  They have limited the scope to only go after the foreign companies that have registered in the U.S. and their non-U.S. owners.  More than 30 million businesses in the U.S. are now being released from this stressful requirement.  

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Who Qualifies as a Beneficial Owner under the New Interim Final Rule?

A beneficial owner who needs to be reported under the Interim Final Rule is an individual who:

• Has significant control over a foreign company that has registered in the U.S., directly or indirectly;
• Holds or controls no less than 25% of the interests of ownership of that foreign company and/or is a senior officer or director or manager, or even decision-making power without ownership; and
• is a non-U.S. person.

Transparency of ownership structure helps foreign companies to become accountable to their actions in the U.S., and prevents the risks of foreign companies conducting illegal activities and being able to hide behind a complex business ownership structure.

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Latest FinCEN BOI Reporting Rules (As of March 26, 2025)

Here is the bottom line - Recent updates from the Financial Crimes Enforcement Network (FinCEN) have changed FinCEN BOI reporting requirements, as follows:

• U.S. entities are no longer required to file a BOI report under FinCEN's interim final rule.
• Foreign reporting companies registered to do business in the U.S. must file a BOI report, but only need to disclose non-U.S. persons as beneficial owners.
• Foreign reporting companies now have 30 days to submit their BOI report upon registration.

Such regulatory changes have a substantial effect on the U.S. local as well as the foreign businesses. Anticipating compliance needs can save you from legal and financial headaches regardless if you are part of the foreign or domestic reporting companies.

If you need professional guidance, SeedJura can help navigate these evolving regulations and ensure your business meets all legal obligations.

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Who Needs to File a FinCEN BOI Report?

Under the interim final rule, FinCEN BOI reporting obligations depend on where the reporting company is created or registered. The following are examples of entities who need to file a BOI report of FinCEN and the ones that are not required:

• Foreign Reporting Companies (FRCs): If a foreign company is registered to do business in the U.S. it has to report beneficial ownership information identifying non-U. S. persons.
• Foreign Entities Doing business in the U.S.:  If a foreign company is NOT registered in the U.S., it does not need to file FinCEN BOIR regardless of whether it does business in the U.S. or not.
• U.S. formed entities: All U.S.-formed entities are exempted from FinCEN BOI reporting.  Therefore, if your company is formed in any of the states in the U.S., you do not need to worry about FinCEN BOI reporting requirements anymore.

What Information Is Required for a FinCEN BOI Report?

The content of what needs to be filed has not changed by the interim final rule.  If a company is required to file FinCEN BOIR, the following details must be reported:

• Company Details: Legal name, formation date, and principal address.
• Details of Beneficial Owner: Full name, date of birth, residence, and valid ID document (passport).

Keeping accurate records and documentation is a key component to avoid compliance problems. Engaging the services of SeedJura could help navigate the process and avoid expensive management errors.

Why was FinCEN BOI reporting an important process?

At SeedJura, we’ve dedicated significant time and resources over the past year to building efficient processes and legal technology to help U.S. businesses comply with the FinCEN Beneficial Ownership Information Reporting (BOIR) requirements. While these reporting obligations are no longer mandatory for many U.S. companies, we are proud to have supported our clients through the challenges of compliance—gaining invaluable insights along the way.

One key takeaway? Most businesses' entity information and legal documents are not organized or up to date.

Through our work with many companies, we discovered a recurring issue:

• Entity information and legal documents are often outdated and disorganized.
• Many businesses treat their corporate records like a neglected closet—ignored until a crisis forces it open.
• When a business needs to file reports, seek financing, undergo an audit, or pursue a sale, it often faces a costly scramble to update its records.
• This lack of organization can lead to compliance risks, delayed transactions, and unnecessary legal expenses.

Unfortunately, there is no comprehensive legal solution on the market that helps businesses proactively manage and update their entity information legally.

At SeedJura, we believe that legal entity management should be easy, accessible, and integrated into the way businesses operate. That’s why we’re building SeedJura.CO, a smarter solution to help companies stay compliant, stay organized, and stay ready—whether it’s for regulatory filings or strategic opportunities.

How to Stay Compliant with regulations like a FinCEN BOI Reporting

Since the updated rule is still the "interim" final rule, we will not have access to the final rule until later this year.  Staying compliant with FinCEN BOI reporting requirements is just one of many important tasks of a company.  There are many other regulations that each company needs to be aware of. Here are key steps to ensure continuous compliance:

• Monitor Regulatory Updates: Laws and reporting requirements can change, so staying informed about updates from government regulatory bodies, e.g., FinCEN is crucial.
• Keep Records Updated: Regardless of whether there are any reporting requirements, companies should always keep good records of their company's legal documents and information, such as who are the managers/directors and members/owners, and what are their ownership percentages and control, and any updates to the company's information.  Companies should also have internal written consents/resolutions on actions carried out by the company.  This will come in handy when the company needs to refinance or recapitalize its assets.
• Conduct Regular Internal Audits: Periodically reviewing compliance and record-keeping processes to identify gaps or errors is not just important for potential reporting/filing requirements, but it is also good practice for protecting the company and its owners/managers from any third-party liabilities.
• Seek Professional Guidance: Engaging legal and compliance experts from a third-party service provider like SeedJura can help businesses navigate complex reporting obligations and mitigate risks.

Final Thoughts

On March 26, 2025, the U.S. Department of the Treasury issued an interim final rule that significantly reshaped the FinCEN Beneficial Ownership Information Reporting (BOIR) requirements. Under this new rule, U.S. entities are no longer required to file BOIR, and foreign reporting entities must only disclose non-U.S. persons as beneficial owners.

This is welcome news for U.S. businesses, as the compliance burden has been lifted—for now.

But here’s what the BOIR process revealed:
Many companies discovered that their entity information and legal documents were incomplete, outdated, or disorganized. While the BOIR requirement may be paused for U.S. reporting companies created under state laws, the risks of poor entity management remain:

• Future reporting obligations may still arise.
• Disorganized records can expose owners and managers to unnecessary legal liability.
• Lenders, investors, and buyers are increasingly requiring clear, accurate beneficial ownership and corporate structure information for refinancing, funding, and acquisition purposes.

At SeedJura, we strongly encourage businesses to proactively update and organize their entity records and legal documents—before it becomes urgent or costly.

Partner with SeedJura to manage your legal entities efficiently, compliantly, and affordably—at a fraction of the cost of traditional legal services.

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