FinCEN Issues Interim Final Rule Exempting U.S. Entities from Beneficial Ownership Reporting Requirements Under Corporate Transparency Act

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On March 21, 2025, the Financial Crimes Enforcement Network (FinCEN) issued a final interim rule that removes the reporting requirements for U.S. companies and U.S. citizens from the beneficial ownership information (BOI) reporting requirements under the Corporate Transparency Act (CTA). Notably, the interim final rule revised the definition of “reporting company” under the CTA to apply only to entities formed under the laws of a foreign country that are registered to do business in any U.S. state or Tribal jurisdiction. Only these “foreign reporting companies” will be subject to the BOI reporting requirements; however, such foreign reporting companies are not required to list any beneficial owners that are U.S. citizens. U.S. entities, previously referred to as “domestic reporting companies,” and U.S. citizen beneficial owners of foreign reporting companies, are now exempt from the BOI reporting requirements.

The interim final rule sets new deadlines for foreign reporting companies based on when the foreign reporting company registered to do business in the U.S. Foreign reporting companies registered to do business in the U.S. prior to the March 21, 2025, final interim rule must file BOI reports no later than 30 days from March 21, 2025. Foreign reporting companies registered to do business in the U.S. on or after the date of publication of the March 21, 2025, final interim rule have 30 days to file BOI reports after receiving notice that its registration to do business in the U.S. is effective.

FinCEN will continue to accept public comments on this interim final rule and intends to finalize the rule later this year. Although the interim rule confirms that domestic reporting companies and U.S. citizens that are beneficial owners of foreign reporting companies are exempt from the BOI reporting requirements of the CTA, there could be challenges to this new interim rule.  We will continue to monitor judicial, legislative and regulatory updates to the CTA.  Of course, if you have any questions about the CTA, please do not hesitate to reach out to our team.