On March 21, 2025, the previous deadline to report Beneficial Ownership Information (BOI) to the Financial Crimes Enforcement Network (FinCEN) under the Corporate Transparency Act (CTA), FinCEN released an interim final rule removing this requirement for U.S. companies. While U.S. companies are no longer required to report BOI under this rule, questions remain over the implementation of the CTA and the possibility that reporting for domestic companies may be reinstated.
The Interim Rule’s Impact
The interim final rule exempts domestic reporting companies and their beneficial owners from a requirement to report BOI to FinCEN by excluding domestic companies from the scope of the term “reporting company.” Under the new rule, a reporting company only includes an entity that is (a) a corporation, limited liability company, or other entity; (b) formed under the law of a foreign country; and (c) registered to do business in the United States. The rule also clarifies that foreign entities are exempt from reporting BOI about any beneficial owner who is a U.S. person.
Accordingly, U.S. entities are not required to file BOI reports, regardless of whether they have U.S. or foreign owners, and foreign entities registered to do business in the U.S. do not need to report any information about U.S. persons. Foreign entities that were registered to do business in the U.S. before March 21, 2025, must file their BOI reports no later than April 20, 2025, and any foreign entities that register to do business in the U.S. after March 21, 2025, must file the report within 30 days after receiving notice that their registration is effective.
The CTA Moving Forward
Although this rule relaxes requirements for U.S. entities, the CTA may not support FinCEN’s interim final rule. With the Supreme Court’s ruling in Loper Bright V. Raimondo, ending deference to regulatory agencies, the interim final rule may come under scrutiny in the courts. If the interim final rule is invalidated, domestic entities could be in the same position as before, having to report BOI to FinCEN.
As a result, while there is no need for domestic entities to report BOI to FinCEN at the moment, domestic entities exempted by the interim final rule should be aware that a court challenge to the interim rule could reinstate reporting requirements, and thus should plan accordingly.
