FinCEN's March 2025 interim final rule (90 FR 13688) narrowed the Corporate Transparency Act so that domestic reporting companies - US LLCs and corporations - no longer file beneficial ownership information. This Anonymousllc.co reference explains what the rule changed, who still files, the foreign-company deadlines, and how it restores privacy for anonymous LLC owners, with primary-source citations throughout.
FinCEN Interim Final Rule revising 31 CFR 1010.380 to exempt domestic reporting companies from BOI reporting. Effective March 26, 2025.
Open full text →The March 2025 interim final rule (90 FR 13688) exempted all domestic reporting companies - US LLCs, US corporations, US LPs - from the Corporate Transparency Act's beneficial ownership information (BOI) filing requirement, leaving only foreign reporting companies in scope. FinCEN published it March 26, 2025 and made it effective the same day. Before the rule, an estimated 32 million US small businesses faced a BOI filing obligation with a $500-per-day civil penalty for non-compliance. The interim final rule removed that obligation for every US-formed entity in one stroke. A foreign reporting company - an entity formed under non-US law that registers to do business in a US state - is now the only category still required to file. For a founder forming a US LLC, this is the single most important BOI development since the CTA took effect.
FinCEN narrowed the scope after federal courts ruled the CTA unconstitutional as applied to small US entities and Treasury chose to formalize an exemption rather than keep litigating a rule with an uncertain future. The interim final rule converted an enforcement pause into binding regulation. The trigger cases were NFIB v. Yellen (N.D. Ala., March 1, 2024), which struck the CTA down for the plaintiff class, and Texas Top Cop Shop v. Garland (E.D. Tex., December 3, 2024), which issued a nationwide preliminary injunction. Together they made nationwide enforcement legally fragile. Treasury first announced it would not enforce penalties against domestic companies, then FinCEN issued the interim final rule to make the exemption a matter of regulation rather than discretion. The result removed about 32 million US small businesses from BOI reporting.
The Corporate Transparency Act, codified at 31 USC § 5336 and implemented by 31 CFR 1010.380, required most US LLCs and corporations to report each beneficial owner's name, birth date, address, and ID document to FinCEN. Reporting companies formed before 2024 had until January 1, 2025 to file; those formed in 2024 had 90 days. The stated purpose was to combat money laundering and shell-company abuse by building a non-public federal registry of company owners. Penalties ran to $500 per day plus criminal exposure for willful violations. The March 2025 interim final rule left 31 USC § 5336 on the books but rewrote the regulatory definition of "reporting company" in 31 CFR 1010.380 to exclude domestic entities. The statute stands; the regulation now exempts US companies.
Only foreign reporting companies still file - entities formed under non-US law that register to do business in a US state or tribal jurisdiction. Every US-formed entity is exempt, regardless of who owns it. Typical examples of a foreign reporting company: a Canadian corporation that registers as a foreign LLC in Delaware, or a UK company that registers to do business in California. The trigger is formation under foreign law plus US registration, not foreign ownership. A US LLC owned by a non-resident is a domestic reporting company and is exempt. US ownership of a foreign entity does not, by itself, pull that entity into scope. The dividing line is where the entity was formed, not where its owners live.
A foreign reporting company registered in a US state before March 26, 2025 had its initial BOI due by April 25, 2025 - 30 days after the rule's effective date. One registering on or after March 26, 2025 gets 30 days from its US registration date. Updates and corrections follow the standard CTA cadence: a foreign reporting company must file an updated report within 30 days of any change to its reported information, and a corrected report within 30 days of learning of an inaccuracy. The rule pairs these deadlines with the US-persons carve-out below, so a foreign reporting company reports its non-US beneficial owners but not its US ones. Anonymousllc.co files these reports for foreign reporting companies at $150 per report when a client's structure requires it.
The interim final rule removed US persons from the beneficial-owner definition even inside a foreign reporting company, so a US citizen or resident who owns a foreign reporting company is not reported to FinCEN. This carve-out narrows the practical scope of CTA reporting even further. The effect: a foreign reporting company with only US beneficial owners has no individuals to report, and one with a mix reports only its non-US owners. The exemption attaches to the person, not the entity. Combined with the domestic-company exemption, this leaves BOI reporting applying to a narrow band - foreign-formed entities registered in the US with non-US beneficial owners. For the overwhelming majority of US LLC founders, there is nothing to file.
Anonymous Wyoming, New Mexico, Delaware, and Nevada LLCs are domestic reporting companies, so the interim final rule exempts them from BOI filing entirely. This restores the state-level privacy that the original CTA had eroded by routing owner data to a federal registry. Before the rule, an anonymous LLC kept owners off the state record but still had to disclose them to FinCEN. The exemption closes that gap: owners now stay off both the public state record and the federal BOI database. For a non-resident forming a US LLC, the LLC is domestic and exempt. Only the founder's pre-existing foreign company would be in scope, and only if that company registers to do business in a US state. Anonymousllc.co forms the anonymous LLC for $397 all-in in Wyoming and confirms BOI status at intake.
The rule is an interim final rule, which is binding law now while FinCEN collects public comment before issuing any final rule. As of 2026, the domestic-company exemption is the operative state of BOI law. An interim final rule takes effect immediately without the usual notice-and-comment period, then FinCEN reviews comments and may adjust the rule when it finalizes. The exemption governs in the meantime. A future final rule, congressional action, or a new administration may revisit the scope. Anonymousllc.co maintains a BOI status tracker and notifies clients if the rule changes, so an exempt LLC owner learns of any reversal before a deadline can pass.
Anonymousllc.co confirms each client's BOI status at intake, files nothing for the exempt domestic LLCs that make up the vast majority of formations, and files BOI reports for the rare foreign reporting company at $150 per report. A status tracker watches the rule for changes. For a standard Wyoming, New Mexico, Delaware, or Nevada LLC - domestic and exempt - no BOI filing is prepared or required. The client keeps the privacy the anonymous structure was formed to deliver. For a client whose structure includes a foreign-formed entity registered in a US state, Anonymousllc.co scopes the BOI Initial Filing service and submits the report within the 30-day window. The BOI status tracker at /boi/status-tracker/ anchors the freshness of this guidance.
Government, regulator, and primary-source documents underpinning this page.
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