BOI Requirement Does Not Apply to U.S. LLCs and Corporations: Final Interim Rule
On March 21, 2025, the U.S. Treasury Department issued a final interim rule confirming that U.S.-based LLCs and corporations are exempt from the Beneficial Ownership Information (BOI) reporting requirement. This is a major win for small business and legally binding after a comment period. It clarifies that “domestic reporting companies”—LLCs and corporations formed in the U.S.—do not need to file BOI reports with FinCEN. It also clarifies that any U.S.-based LLC or corporation who has reported does not need to amend or update their filing.
This is a significant development that brings clarity to what was previously a temporary pause put in place after a press release from the Treasury Department on March 2, 2025, where they signaled their intent not to enforce the BOI rules. Now, with this formal rulemaking, business owners can rely on an official exemption.
This ruling applies across the board, regardless of ownership structure—including entities owned by U.S. citizens or non-U.S. citizens—as long as the company itself is U.S.-based.
For those who already filed a BOI report, no further action is required. For everyone else, you do not need to file under this final interim rule.
Here’s what you need to know about this rule, the legal and political factors at play, and what it means for businesses moving forward.
What Is the BOI Reporting Requirement?
The BOI report, part of the Corporate Transparency Act (CTA), was designed to combat financial crimes by requiring businesses to disclose information about owners with 25% or more ownership or those with substantial control. The information was to be filed online with the Treasury’s Financial Crimes Enforcement Network (FinCEN)—a new requirement that had never existed for LLCs and corporations.
After extensive legal battles, a Texas court recently ruled the law unconstitutional. The U.S. Supreme Court took the case but suspended the Texas court’s ruling until it hears and decides the case later this year. With the Texas order removed, BOI reports were once again required, prompting the Treasury to extend the filing deadline to March 21, 2025. However, it has now taken an even more drastic step—declaring that it will not enforce the requirement at all.
Why Is the Treasury Not Enforcing It?
As of March 2, 2025, the Treasury Department stated it would not enforce the BOI filing requirement and would not impose penalties for non-compliance. The agency also issued its final interim rule stating that the BOI filing requirement will not apply to U.S.-based companies. Instead, the focus will shift to foreign entities suspected of financial crimes like money laundering and tax evasion.
The decision aligns with statements from President Trump, who called the BOI requirement burdensome for small businesses and labeled it a “Biden rule.” His administration’s stance suggests that the Justice Department will likely argue against the law’s constitutionality in the Supreme Court.
Legal and Political Uncertainty
Despite the Treasury’s announcement, the law is still technically on the books and could be brought back under rulemaking from a future administration. The Supreme Court is set to hear arguments on Texas Top Cop Shop v. Garland later this year, with a ruling expected in the fall. If the Court upholds the law, Congress may be forced to intervene and determine whether the executive branch has the authority to further delay or refuse enforcement.
At the same time, there is a bill pending in Congress that could eliminate the requirement altogether: Repealing Big Brother Overreach Act – This bill, currently under review, would fully repeal the BOI reporting requirement. Given the Treasury’s new stance and Trump’s public position in opposition to the BOI, this bill now has a strong chance of passing.
If either of these measures is enacted, it would permanently eliminate the BOI requirement—regardless of what the Supreme Court decides.
What Should Business Owners Do Now?
Given the Treasury’s announcement and final rule, here’s what business owners need to know:
- You do NOT need to file a BOI report – The Treasury has now issued a final rule stating it will not enforce the requirement and confirms that it does not apply to U.S. LLCs and corporations.
- If you already filed, there’s nothing to undo – Your information remains private within the Treasury’s records, similar to a tax return.
- New LLCs and corporations do not need to file – This exemption applies to newly formed U.S. entities as well.
- Be prepared for potential changes – If a future administration reverses course, or if Congress does not pass a repeal, the requirement could return.
- You can still file voluntarily – FinCEN’s system is still operational, but filing is not required.
Final Thoughts
This is a major win for small business owners who saw the BOI reporting rule as an unnecessary compliance burden. However, the issue is not fully settled. The Supreme Court, Congress, and potential future administrations could all influence whether the rule is permanently eliminated or resurrected in some way.
For now, the best course of action is to stay informed and avoid filing unnecessary paperwork, as the BOI filing does not apply to U.S. entities. If further action is required in the future, updates will follow, and we’ll be letting you know the latest developments and your options.
Key Takeaways
✔️ BOI reporting is NOT required – The U.S. Treasury has issued a final rule confirming no enforcement.
✔️ Supreme Court case still pending – The Court will rule later this year on whether the law is constitutional.
✔️ Congress may repeal the law entirely – Two bills in play could delay or eliminate the requirement for good.
✔️ If you already filed, no action needed – Your filing stands but no updates or corrections are required.
✔️ If you haven’t filed, hold off – You are not required to file under the new rule.
✔️ Stay informed – This issue is still evolving. Finality may come from the Supreme Court or Congress.
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