Beneficial Ownership Information Update

In 2021, Congress passed a requirement requiring all organizations (including non-profit entities) to report Beneficial Ownership Information (BOI) to FinCEN (the Financial Crimes Enforcement Network) under the Corporate Transparency Act. As of March 21, 2025, this requirement is no longer in effect for domestic U.S. organizations, eliminating a compliance burden.

FinCEN issued an interim final rule that removes the requirement for U.S. organizations and individuals to report BOI to FinCEN under the Corporate Transparency Act (CTA).

• FinCEN revised the regulatory definition of “reporting company” to mean only those entities that are formed under the law of a foreign country and that have registered to do business in any U.S. state or tribal jurisdiction. These organizations, formerly known as ‘foreign reporting companies’ have filed to do business in the U.S. with the Secretary of State or a similar office.
• Entities previously known as “domestic reporting companies” (including non-profit entities) are now exempt by FinCEN from BOI reporting requirements

Therefore, all entities created in the United States and their beneficial owners will now be exempt from the requirement to report BOI to FinCEN.

If your non-profit organization has international operations, you should be aware that foreign entities that meet the definition of a “reporting company” and do not qualify for an exemption must still report their BOI to FinCEN. However, there are now new deadlines. The following deadlines are applicable for foreign entities:

• Reporting foreign entities registered to do business in the United States before the date of publication of the interim final rule (March 21, 2025) must file BOI reports no later than 30 days from that date.
• Reporting foreign entities registered to do business in the United States on or after the date of publication of the interim final rule have 30 calendar days to file an initial BOI report after receiving notice that their registration is effective.

These foreign entities will not be required to report any U.S. persons as beneficial owners, and U.S. persons will not be required to report BOI with respect to any such entity for which they are a beneficial owner.

More information on BOI can be found at https://www.fincen.gov/boi-faqs.