FinCEN director expects final BOI reporting rule soon

The Financial Crimes Enforcement Network (FinCEN) should soon finalize its interim rule restricting beneficial ownership information (BOI) reporting requirements to foreign companies, the head of the agency told Congress.

“FinCEN will very soon finalize the interim final rule on the beneficial ownership information reporting regime,” FinCEN Director Andrea Gacki told the House Financial Services Subcommittee on National Security, Illicit Finance, and International Financial Institutions. “We are very close to the finish line, and so I hope to come back to you soon to talk to you about it.”

She was responding to Rep. Warren Davidson, R-Ohio, who pointed out that when Gacki testified in September, she said that FinCEN intended to finalize the BOI rulemaking in 2026. “Next year is now this year, and it’s halfway over,” he said. “What’s the holdup?”

When Rep. Andy Barr, R-Ky., asked if FinCEN would issue a final rule this year, Gacki responded that she was “very optimistic.”

As part of the final rule, FinCEN will address concerns that BOI information already collected from small businesses will be deleted, Gacki said. “FinCEN would intend to address the question of deletion in a final rule consistent with other rules and regulations we would need to follow, including the Federal Records Act,” she told the subcommittee last week.

Treasury’s interim final rule, issued in March 2025, suspended BOI reporting, as included in the Corporate Transparency Act (CTA), for domestic companies and U.S. citizens, leaving only foreign-owned companies covered.

CTA background

Under the CTA, Title 64 of P.L. 116-283, which Congress passed in 2021 as an anti-money-laundering initiative, reporting entities had to disclose the identity of and information about their beneficial owners. Reporting entities are defined as corporations, limited liability companies (LLCs), and similar entities. Beneficial owners are defined as individuals owning 25% or more of a reporting entity’s ownership interests or exercising substantial control over it.

For new entities formed after Jan. 1, 2024, reporting entities also were required to disclose the identity of “applicants” — defined as any individual who files an application to form or register a corporation, LLC, or other similar entity.

FinCEN had estimated that 32 million small businesses would have to report BOI.

AICPA advocacy

The AICPA, in letters to Congress, said it supported legislation in the House and Senate that would codify Treasury’s 2025 interim final rule, saying the bills provide relief for both small businesses and finance professionals. The AICPA also expressed support for the deletion of BOI data already collected from domestic entities.

The AICPA outlined its position in letters sent to Davidson and to Sens. John Kennedy, R-La., and Mike Lee, R-Utah. The letters, dated May 15, were signed by Mark Koziel, CPA, CGMA, president and CEO of the AICPA.

— To comment on this article or to suggest an idea for another article, contact Martha Waggoner at Martha.Waggoner@aicpa-cima.com.