On March 21, 2025, the Financial Crimes Enforcement Network (“FinCEN”) issued a final interim rule consistent with the U.S. Department of the Treasury’s (the “Treasury Department”) announcement on March 2, 2025, which exempts domestic U.S. companies from beneficial ownership information reports (“BOIRs”) under the Corporate Transparency Act (“CTA”). This interim rule significantly alters the previous reporting requirements, particularly for U.S. companies and their beneficial owners.
The interim final rule revises the definition of “reporting company” in FinCEN’s implementing regulations. Under the new definition, only entities that are formed under the law of a foreign country and have registered to do business in any U.S. State or Tribal jurisdiction are considered “reporting companies.” As a result, U.S. entities, including those previously designated as “domestic reporting companies,” are now exempt from the requirement to report their BOIRs to FinCEN.
This change means that U.S. companies are no longer required to report their beneficial ownership information to FinCEN under the CTA. However, foreign entities that meet the updated definition of a “reporting company” will still be required to submit their BOIRs to FinCEN by new deadlines, which have yet to be announced. These foreign entities will not need to report any U.S. persons as beneficial owners, and U.S. persons will not be required to complete BOIRs with respect to these foreign entities.
The following new deadlines apply to foreign entities that qualify as reporting companies:
- Foreign entities registered to do business in the United States before the date of publication of the interim final rule (which has yet to be published) must file their BOIRs no later than thirty (30) days from the publication date.
- Foreign entities that register to do business in the United States on or after the publication date of the interim final rule (which has yet to be published) have thirty (30) calendar days to file their initial BOIR after receiving notice that their registration is effective.
In line with earlier announcements, FinCEN is applying all exemptions and deadline extensions immediately, in advance of formal publication in the Federal Register. Notably, FinCEN will not enforce any penalties or fines for non-compliance with the beneficial ownership reporting requirements for U.S. citizens or previously designated “domestic reporting companies” and their beneficial owners at this time.
FinCEN is also accepting comments on this interim final rule and plans to finalize the rule later in 2025.
