Consistent with the U.S. Department of the Treasury’s March 2, 2025 press release, the Financial Crimes Enforcement Network (FinCEN) issued an interim final rule on March 21, 2025 effecting the removal of the requirement for U.S. companies and U.S. persons to report beneficial owner information (BOI) to FinCEN under the Corporate Transparency Act (CTA).
Through this interim final rule, all entities created in the United States and their beneficial owners are no longer subject to the requirement to report BOI to FinCEN under the CTA.
The interim final rule revises the definition of “reporting company” to mean 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 the filing of a document with a secretary of state or similar office (formerly known as “foreign reporting companies”). In addition, the interim final rule exempts foreign reporting companies from having to report the BOI of any U.S. persons who are beneficial owners of the foreign reporting company and exempts U.S. persons from having to provide such information to any foreign reporting company for which they are a beneficial owner.
The interim final rule delays by 30 days the March 21, 2025 filing deadline for foreign entities that were registered to do business in the U.S. before March 21, 2025. Meanwhile, foreign entities that register to do business in the U.S. on or after March 21, 2025 have 30 days to file an initial BOI report after receiving notice that their registration is effective.
The modifications of the CTA effected by the interim final rule shrink the overall universe of entities subject to ongoing CTA compliance by an estimated 99.8 percent.
If you have any questions regarding the CTA or the matters discussed herein, please do not hesitate to contact your BrownWinick attorney.