In a release dated March 21, 2025,[1] FinCEN announced an Interim Final Rule that significantly narrows the scope of the Corporate Transparency Act (the “CTA”).[2] The Interim Final Rule goes into effect immediately when published in the Federal Register instead of following the typical notice and comment period under the Administrative Procedures Act.
Under the Interim Final Rule,[3] all domestic reporting companies and their beneficial owners (each as defined under the CTA), are exempt from the requirement to file or update beneficial ownership information (BOI) reports. While foreign reporting companies are still required to report under CTA, all U.S. persons are exempt. This means that, even if a U.S. person is a beneficial owner of a foreign reporting company, the foreign reporting company does not need to provide the BOI of such U.S. person. The definition of “Company Applicant” is now similarly narrow. Only persons who, after the effective date of the Interim Final Rule, file or direct or control a filing for a foreign reporting company’s original registration to do business in a U.S. jurisdiction are “Company Applicants.”
Williams Mullen will continue to monitor any proposed rules and the impact of subsequent actions by the courts and any ensuing appeals along with FinCEN’s implementation of the CTA. We will provide updates and alerts when warranted.
[1] See FinCEN Removes Beneficial Ownership Reporting Requirements for U.S. Companies and U.S. Persons, Sets New Deadlines for Foreign Companies, March 21, 2025, here.
[2] The CTA was enacted into law on January 1, 2021, as part of the Anti-Money Laundering Act of 2020. See, William M. (Mac) Thornberry National Defense Authorization Act for Fiscal Year 2021, Pub. L. 116-283, 134 Stat. 3388 §§ 6001-6511 (2020).
[3] See Beneficial Ownership Information Reporting Requirement Revision and Deadline Extension, 31 CFR Part 1010.380 (March 21, 2025), here.
