On March 21, 2025, the Financial Crimes Enforcement Network (FinCEN) issued an interim final rule (the “Interim Rule(goes to new website)”) that significantly alters beneficial ownership information (BOI) reporting obligations under the Corporate Transparency Act (CTA).
Notably, the Interim Rule revises the definition of “Reporting Company” to include only entities formed under foreign laws which have registered to do business in the U.S. (formerly known as “foreign Reporting Companies”). Consequently, entities previously defined as “domestic Reporting Companies” are now exempt from BOI reporting requirements. This means that all entities formed within the U.S. are now exempt from submitting initial, updated, or corrected BOI reports to FinCEN.
Foreign entities that meet the new definition of “Reporting Company” and do not otherwise qualify for an exemption must adhere to the following deadlines set forth in the Interim Rule:
- Entities registered to do business in the U.S. before March 21, 2025 must file BOI reports no later than 30 days from that date (April 20, 2025).
- Entities registered to do business in the U.S. on or after March 21, 2025 have 30 calendar days to file an initial BOI report after receiving notice that their registration is effective.
It is important to note that such foreign entities are not required to report U.S. persons as beneficial owners under the Interim Rule. Thus, foreign Reporting Companies that only have beneficial owners who are U.S. persons are exempt from the requirement to report any beneficial owners at all.
FinCEN indicated that it is currently accepting comments on the Interim Rule and intends to issue a final rule later this year.
