On March 21, 2025, FinCEN issued an interim final rule (Interim Rule) that removes the requirement for U.S. companies and U.S. persons to file beneficial ownership information (BOI) reports under the Corporate Transparency Act (CTA). This development follows the Treasury Department’s announcement on March 2 that it will not enforce the CTA against U.S. citizens and domestic reporting companies.
The Interim Rule includes the following key changes:
1. “Reporting company” means only those entities that are formed under the law of a foreign country, and that have registered to do business in any U.S. state or Tribal jurisdiction, by filing with a secretary of state or similar office.
a. Foreign entities that meet the definition of a reporting company and do not qualify for an exemption from the reporting requirement must file BOI reports with FinCEN.
2. All entities created in the United States, and their beneficial owners, do not have an obligation to file BOI reports.
3. U.S. persons who are beneficial owners of foreign entities will not be required to report BOI information, and the foreign entity will not be required to report the U.S. person as a beneficial owner.
4. Foreign entities subject to reporting requirements have the following filing deadlines:
a. 30 days from the date of publication of the Interim Rule for reporting companies registered to do business in the United States before the date of publication of the Interim Rule.
b. Reporting companies registered to do business in the United States on or after the date of publication of the Interim Rule have 30 calendar days to file an initial BOI report after receiving notice that their registration is effective.
FinCEN is accepting comments on this Interim Rule and intends to issue a final rule later this year. There are still several lawsuits moving through the legal process, and it is anticipated that additional lawsuits could be filed to challenge the recent changes to the CTA. Our attorneys continue to monitor these developments and will provide updates as they become available.
