On March 21, 2025, the US Treasury Department’s Financial Crimes Enforcement Network (“FinCEN”) issued an interim final rule exempting domestic entities from the requirement to report beneficial ownership information (“BOI”) under the Corporate Transparency Act (the “CTA”).
The interim 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 US state or Indian tribe by the filing of a document with a secretary of state or similar office.
The interim rule became effective on March 26, 2025. Foreign entities meeting the new definition of a “reporting company” that do not qualify for an exemption from the reporting requirements must report their BOI under the following new deadlines:
- Reporting companies registered to do business in the United States before March 26, 2025 must file BOI reports no later than 30 days from that date.
- Reporting companies registered to do business in the United States on or after March 26, 2025 have 30 calendar days to file an initial BOI report after receiving notice that their registration is effective.
FinCEN announced that it is accepting comments on the interim final rule and intends to issue a final rule this year.
The CTA remains the subject of multiple legal challenges, and we will continue to monitor for further developments. We encourage clients to consult external legal counsel to ensure compliance with their own reporting obligations under the CTA.
For the full FinCEN release please click here.
