The Financial Crimes Enforcement Network (FinCEN) has issued an interim final rule that removes the obligation for U.S. companies and U.S. persons to report beneficial ownership information (BOI) under the Corporate Transparency Act (CTA).
On February 27, FinCEN announced its intent to release an interim final rule by March 21, 2025, to extend filing deadlines and potentially adjust the scope of existing regulations. On March 2, the U.S. Department of the Treasury also released a statement suggesting that the future final interim rule would likely exempt U.S. citizens and U.S.-owned reporting companies from the CTA’s reporting requirements, while concentrating enforcement efforts on foreign-owned entities.
On March 21, 2025, FinCEN issued the long-awaited interim final rule, which exempts U.S. companies and U.S. persons from the BOI reporting requirements under the CTA. The revised rule alters the definition of “reporting company” to include only those entities incorporated under foreign laws and registered to do business in the U.S. (previously referred to as “foreign reporting companies”).
As a result, all U.S.-formed entities—formerly known as “domestic reporting companies”—and their beneficial owners are no longer subject to BOI reporting. Furthermore, foreign entities submitting BOI reports to FinCEN are not required to disclose U.S. persons as beneficial owners.
Foreign entities that meet the updated definition of a “reporting company” and do not qualify for an exemption must adhere to the following filing deadlines:
Foreign Entities registered to do business in the U.S. before the rule’s publication must file their BOI reports within 30 calendar days from the publication date.
Entities registering after the publication date must submit their BOI reports within 30 calendar days of receiving notification that their registration is effective.
Given that there are few foreign companies currently registered to do business in the U.S., this interim rule effectively eliminates the BOI reporting requirement for all U.S. companies, including those with foreign ownership. This change appears to address short-term political and legal concerns, including the ongoing litigation and legislation around CTA compliance.
FinCEN has indicated that it will solicit public comments on the interim rule, review the exemption for domestic reporting companies and their beneficial owners, and issue a final rule in 2025. This move has raised concerns among some members of Congress, who argue that the CTA’s original purpose—to mitigate anti-money laundering risks—has been undermined. FinCEN may reinstate BOI reporting for U.S. companies with foreign ownership if they are deemed to present anti-money laundering risks.
We will continue to monitor further updates on the rule-making process, as well as any relevant pending legislation and events related to the CTA. If you have questions about how this rule change affects your business or need assistance with compliance matters, feel free to reach out to our team for guidance.
