On March 26, 2025, the Financial Crimes Enforcement Network (FinCEN), in an action that was promised earlier in March, issued an interim final rule (the “Interim Rule”) that removes all requirements for U.S. companies and U.S. individuals to report beneficial ownership information (BOI) under the Corporate Transparency Act (CTA).
Specifically, the Interim Rule eliminates all BOI reporting requirements under the CTA for:
- all entities that are formed in the United States, and
- U.S. individuals who are beneficial owners of any entity, including those entities that were formed under the laws of a foreign country.
In its press release announcing the Interim Rule, FinCEN explains that the Interim Rule narrows the definition of a “reporting company” to include only those entities that are formed under the laws of a foreign country and have registered to do business in any U.S. state or Tribal jurisdiction (i.e., entities that were previously defined under the CTA as “foreign reporting companies”).
Those entities that were previously defined under the CTA as “domestic reporting companies” are now expressly exempt from BOI reporting requirements under the Interim Rule.
Foreign companies that meet the new definition of a “reporting company” under the CTA are required to report their BOI to FinCEN unless one or more of the existing reporting exemptions applies to them. Additionally, any reporting company that is required to make a filing under the CTA is no longer required to report any U.S. persons as beneficial owners, and such U.S. persons are not required to report BOI with respect to any such company.
FinCEN further announced that the new BOI filing deadline for any reporting companies established before March 26, 2025, will be April 25, 2025. Reporting companies that register to do business in the United States on or after March 26, 2025, must file an initial BOI report no later than 30 calendar days after receiving notice from the secretary of state (or similar office) that the company’s registration to do business is effective.
FinCEN has also published questions and answers (Q&As) to provide additional explanatory information on BOI reporting in light of the Interim Rule. Among the information included in the Q&As is that FinCEN is accepting comments on this Interim Rule until May 27, 2025, and that it will finalize the Interim Rule later this year.
We will continue to monitor additional developments regarding the CTA, including any changes that may arise during the comment period before the Interim Rule is finalized.
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