Still Waiting on the Final BOI Rule? So Is Congress. Here's Where Small Businesses Stand

Do you still have to file a beneficial ownership report for your LLC? If it was formed in the United States, the answer this summer is the same as it was last spring: no ^[1]. What’s new is that the rule saying so is still labeled “interim,” more than a year after FinCEN promised a final version, and on July 21 a House subcommittee asked the agency’s director why ^{[4, 5]}.

What happened at the July 21 hearing

FinCEN, the Treasury bureau that runs the beneficial ownership program, sent Director Andrea Gacki to testify before the House Financial Services Subcommittee on National Security, Illicit Finance, and International Financial Institutions ^[3]. Her written opening statement covered fraud, the bureau’s whistleblower program and a broader overhaul of anti-money-laundering rules for banks. It did not mention beneficial ownership at all ^[3].

The topic came up in questioning. Gacki said FinCEN “will very soon finalize the interim final rule on the beneficial ownership information reporting regime” and added, “We are very close to the finish line” ^{[4, 5]}. Subcommittee Chairman Warren Davidson (R-Ohio) reminded her that in September she had said FinCEN intended to finish the rulemaking in 2026. “Next year is now this year, and it’s halfway over,” he said. “What’s the holdup?” ^[5]. Asked by Rep. Andy Barr (R-Ky.) whether a final rule would come out this year, Gacki said she was “very optimistic” ^[5].

She did not give a date ^[4].

How we got here

The Corporate Transparency Act became law on January 1, 2021, as part of that year’s defense authorization bill ^[1]. It required many corporations, LLCs and similar entities to report their beneficial owners (the real people who own or control the company) to FinCEN. FinCEN once estimated that 32 million small businesses would have to report ^[5].

Then came the detour. Court orders paused the January 1, 2025, deadline, the Supreme Court stayed one of those orders, and FinCEN pushed most deadlines to March 21, 2025 ^[1]. On March 2, 2025, Treasury said it would not enforce penalties against U.S. citizens, domestic reporting companies or their owners, and would narrow the rule to foreign companies ^[2]. Secretary Scott Bessent called it “a victory for common sense” ^[2].

The interim final rule followed on March 26, 2025, effective the same day ^[1]. An interim final rule takes effect right away and asks for comments afterward. This one said FinCEN “intends to issue a final rule this year,” meaning 2025 ^[1]. Comments closed May 27, 2025 ^[1]. The 2025 target came and went.

What the interim rule actually says

Here’s the short version:

• A company created by filing a document with a secretary of state or similar office in the United States is now a “domestic entity” and is exempt. It doesn’t file, update or correct a report ^[1].
• A “reporting company” is now only one formed under a foreign country’s law and registered to do business in a U.S. state or tribal jurisdiction ^[1].
• Those foreign companies file within 30 calendar days of registering, and they don’t report any beneficial owner who is a U.S. person ^[1].
• U.S. persons don’t have to give their information to a foreign company they own part of ^[1].

FinCEN figured the change would cut reporting costs by about $9 billion a year on average ^[1]. The Government Accountability Office, which studied the rule this spring, found the expanded exemption covers more than 99 percent of the entities that previously had to report ^[6].

Does this apply to you? Two hypotheticals

Hypothetical one: a landscaping LLC formed in Ohio in 2024. Say a hypothetical two-owner landscaping company organized as an Ohio LLC filed its beneficial ownership report in late 2024, when the original deadlines were still on the books. One owner has since sold out to the other. Under the interim rule, the company is a domestic entity, so it has no updated report to file ^[1]. The report it already sent is still sitting at FinCEN; more on that below ^[5].

Hypothetical two: a Canadian corporation registered in Vermont. Say a hypothetical maple-syrup distributor is incorporated in Canada and registers with Vermont to do business there. It is owned half by a Canadian citizen and half by a U.S. citizen. It is a reporting company under the interim rule, so it files within 30 days of registering ^[1]. The report lists the Canadian owner. The U.S. citizen stays off it ^[1].

If you’re somewhere in between, such as a U.S.-formed LLC with a foreign owner, the test in the interim rule is where the company was created, not who owns it ^[1]. That’s worth confirming with whoever handles your entity filings if your structure is unusual.

What the final rule could change

A final rule doesn’t have to match the interim one. FinCEN said it would “assess the exemptions, as appropriate, in light of those comments” ^[1]. Three open questions matter most for small businesses.

Your old filings. Gacki told the subcommittee FinCEN would deal with deleting information already collected from small businesses in the final rule, consistent with requirements including the Federal Records Act ^[5]. Until then, nothing has been deleted.

Pressure in the other direction. GAO’s May 29 report recommended that FinCEN identify actions to address the risks created by exempting domestic companies and U.S. persons ^[6]. Treasury disagreed, and the recommendation remains open ^[6]. GAO noted that most states collect some ownership and control information when a company registers, but the people listed may not be the beneficial owners, and states differ in what they ask for ^[6]. That doesn’t change anything for filers today. It is the argument a final rule will have to answer.

Codifying it. The AICPA has written to Davidson and to Sens. John Kennedy (R-La.) and Mike Lee (R-Utah) backing legislation to write the interim rule’s limits into law and to delete information already collected from domestic companies ^[5]. A regulation can be revised by a later regulation. A statute takes another act of Congress.

What to do now

For most readers this is a column about what you don’t have to do. If your company was formed in a U.S. state, there’s no report to file and no update to send ^[1]. Your bank is a different matter. Banks still collect a business customer’s beneficial ownership information when it opens an account, and FinCEN pointed to that requirement as one reason it was comfortable exempting domestic companies ^[1]. So keep a clean, current record of who owns what. You’ll need it the next time you open an account.

If you formed your company abroad and registered here, the 30-day clock is real, and it runs from registration ^[1].

What I’m keeping an eye on

The final rule. Gacki gave no date, only “very soon” and “very optimistic” about this year ^{[4, 5]}. When it lands, I’ll compare it line by line with the March 2025 version ^[1].

What happens to the reports already filed. Deletion is promised for the final rule, not before it ^[5].

— Sally