On March 21, 2025, FinCEN issued an interim final rule implementing the Department of the Treasury’s March 2, 2025 announcement that U.S. companies and U.S. beneficial owners will not be subject to any reporting requirements under the Corporate Transparency Act (“CTA”). The new regulations provide that, for CTA purposes:
- Reporting companies consist of only non-U.S. companies that (i) register to do business with a U.S. State or tribal nation and (ii) have at least one beneficial owner who is neither a U.S. citizen nor a U.S. resident.
- Reporting companies registering to do business in the U.S. still report their company applicant(s), even if the company applicants are U.S. citizens/residents.
- Reporting companies that already exist must file initial beneficial ownership reports by 30 days after the publication of the interim final rule in the Federal Register, which has not yet occurred. This deadline will be after April 20, 2025.
- Going forward, reporting companies that register in the U.S. for the first time or have a change to beneficial ownership information will have 30 days from that registration/change to file beneficial ownership reports.
- Reporting companies do not have to report any beneficial owner who is a U.S. citizen or resident, and U.S. citizens/residents do not have to provide beneficial ownership information.
- Companies that filed initial beneficial ownership reports but no longer fit within the definition of a reporting company do not need to make update or correction filings.
- The original CTA rules provided exemptions for reporting companies that were wholly owned by exempt companies. Please note that there is no exception for a non-U.S. reporting company that is wholly owned by one or more U.S. companies (although it might qualify for other exemptions) – such companies must still be analyzed to see if there are any indirect non-U.S. beneficial owners.
We will update this post with the deadline once the interim final rule is published in the Federal Register.
Please see our prior article covering the CTA for guidance on preparing and filing a BOI Report.
