On Friday, March 21, 2025, FinCEN issued an interim final rule (“IFR”) eliminating beneficial ownership information (“BOI”) reporting requirements for U.S. companies and U.S. persons under the Corporate Transparency Act (“CTA”). The IFR became effective immediately upon publication in the Federal Register on March 26, 2025.
The IFR revises the definition of "reporting company” under the CTA’s reporting rule such that only entities that are formed under the law of a foreign country and that have registered to do business in the U.S. are required to submit BOI reports. Further, the IFR exempts foreign reporting companies from having to report beneficial ownership information of any U.S. person, defined as any U.S. citizen or lawful resident, and exempts U.S. persons from the requirement to report beneficial ownership information to any foreign reporting company for which they are beneficial owners.
Under the IFR, unless it qualifies for an exemption, a foreign reporting company registered to do business in the U.S. before March 26, 2025, must file its BOI report with FinCEN no later than April 25, 2025, and a foreign reporting company registered to do business in the U.S. on or after March 26, 2025, has 30 calendar days after receiving notice that its registration has become effective to file an initial BOI report.
As a result of the relief provided by the IFR, U.S. companies and U.S. persons can stand down from BOI reporting obligations for the foreseeable future but should continue to monitor congressional actions, legal challenges, and other developments that could cause some or all of the CTA’s reporting requirements to spring back into effect. Foreign reporting companies should resume collecting necessary BOI information and begin to finalize any reports required to be filed on or before the updated deadlines.
