BOI Reporting After the 2025 FinCEN Rule: Who Still Files?

On March 21, 2025, the Financial Crimes Enforcement Network (FinCEN) announced an interim final rule that rewrote who must file Beneficial Ownership Information (BOI) under the Corporate Transparency Act. The Treasury Department confirmed the formal publication days later: "the formal publication of the Financial Crimes Enforcement Network (FinCEN) interim final rule that removes the requirement for U.S. companies and U.S. persons to report beneficial ownership information (BOI) to FinCEN under the Corporate Transparency Act and narrows the scope of the rule to foreign reporting companies."^[7]

FinCEN's own BOI page is direct about the new state of the world: "Companies created in the United States are no longer considered reporting companies and therefore do not need to report BOI to FinCEN under the Corporate Transparency Act."^[8] The rule was published in the Federal Register on March 26, 2025.^[1]

The interim final rule narrowed the definition of reporting company. FinCEN says it now means only those entities "formed under the law of a foreign country and have registered to do business in any U.S. State or Tribal jurisdiction by the filing of a document with a secretary of state or similar office."^[2]

There is a second important shift: a US person no longer has to report their beneficial-owner status. The IFR Q&A states: "Reporting companies do not need to report BOI of any U.S. persons, and U.S. persons are exempt from having to provide BOI with respect to any reporting company for which they are a beneficial owner."^[8] So a Miami-based US owner of a foreign reporting company does not appear on that company's report.

If you formed a Florida LLC or another US entity and filed a BOI report before the rule change, you are not required to do anything else. FinCEN confirms that "All domestic entities created in the United States, and their beneficial owners, are exempt from the requirement to file initial BOI reports, or to update or correct previously filed BOI reports."^[8] Existing filings stay on the FinCEN system; there is no withdrawal mechanism and none is needed.

FinCEN has also said it will not enforce against US filers. The BOI page states FinCEN "will further not enforce any beneficial ownership reporting penalties or fines against U.S. citizens or domestic reporting companies or their beneficial owners."^[1] For US-only operations, the BOI box can be set aside on the compliance worksheet for now.

Miami's inbound-investment pipeline carries a heavy concentration of foreign-formed parent companies that own Florida LLCs. The 2025 narrowing draws a sharp line: a Florida-formed LLC is now exempt from BOI even if its sole owner is a Brazilian, Colombian, Venezuelan, or other non-US parent. The reporting duty travels with the entity created under foreign law and registered to do business in a US state, not with the entity created under Florida law.

For foreign-owned U.S. entity tax services clients, the practical consequence is that two related entities, one US-formed and one foreign-formed, can sit side by side in the same holding structure with very different BOI duties. The choice of formation jurisdiction (handled at new business formation) now matters for BOI as well as for tax. Once the structure is live, small business accounting keeps the other federal reporting forms aligned to the same calendar, and the ITIN process discussed in our ITIN application guide for Miami filers guide often runs in parallel for non-resident family members in the ownership chain.