Although the Corporate Transparency Act (the “CTA”) is no longer halted by nationwide preliminary injunctions, U.S. companies and their beneficial owners are not required to report beneficial ownership information pursuant to the CTA.
FinCEN Issues Interim Final Rule
In the most recent CTA update from March 21, 2025, the Financial Crimes Enforcement Network (“FinCEN”) issued an interim final rule, which “exempt[s] domestic reporting companies and their beneficial owners from the reporting requirements[.]” [1] The exemption does not apply to foreign reporting companies. [2] Specifically, FinCEN revised the definition of “reporting company” to the definition of what was formally known as “foreign reporting companies.” [3]
FinCEN will accept comments on the interim final rule and intends to issue a final rule this year. [4]
Deadlines for Foreign Entities
Reporting companies, now defined as “entities that are formed under the law of a foreign country and that have registered to do business in any U.S. State or Tribal jurisdiction by the filing of a document with a secretary of state or similar office[,]” must still adhere to filing deadlines. [5] If the reporting company was “registered to do business in the United States before the date of publication of the [interim final rule],” it must “file the [report] no later than 30 days from that date.” [6] If the reporting company was “registered to do business in the United States on or after the date of publication of the [interim final rule],” it must file the initial report 30 calendar days from the date that it receives notice of effective registration. [7]
FinCEN also stated that it will “not enforce any beneficial ownership reporting penalties or fines against U.S. citizens or domestic reporting companies or their beneficial owners.” [8]
FinCEN’s News Release is available at: https://fincen.gov/news/news-releases/fincen-removes-beneficial-ownership-reporting-requirements-us-companies-and-us
The interim final rule and supplementary information is available at: https://fincen.gov/sites/default/files/federal_register_notices/2025-03-21/CTAIFR3-21-25-FINAL508.pdf
Citations:
[1] Dep’t of the Treasury, FinCEN, Beneficial Ownership Information Reporting Requirement Revision and Deadline Extension, as submitted to the Federal Register, at 12.
[2] See id. at 13-16.
[3] See FinCEN Removes Beneficial Ownership Reporting Requirements for U.S. Companies and U.S. Persons, Sets New Deadlines for Foreign Companies, FinCEN, https://fincen.gov/news/news-releases/fincen-removes-beneficial-ownership-reporting-requirements-us-companies-and-us (last visited Mar. 24, 2025).
[4] See id.
[5] See id.
[6] See id.
[7] See id.
[8] See Beneficial Ownership Information, FinCEN, https://fincen.gov/boi (last visited Mar. 24, 2025).
