On March 21, 2025, the Financial Crimes Enforcement Network (FinCEN) announced an interim final rule, which was officially published in the Federal Register on March 26, 2025, removing the requirement for U.S. companies and U.S. persons to report beneficial ownership information (BOI) to FinCEN under the Corporate Transparency Act (CTA).
Key changes in the interim final rule include:
- U.S. reporting companies and U.S. persons are no longer required to report beneficial ownership information (BOI)
- Revised definition of "reporting company" now includes only foreign entities registered to do business in the U.S.
- Excludes U.S. beneficial owners of foreign reporting companies from BOI reporting
- There are new deadlines for foreign reporting companies required to file a BOI report with FinCEN
Background
The Corporate Transparency Act, enacted by Congress in January 2021, initially required affected companies to report beneficial ownership information by January 1, 2025. After facing several legal challenges and postponements, FinCEN ultimately set a new deadline of March 21, 2025, for most reporting companies. Greenberg Glusker extensively covered the CTA developments in client alerts published from December 2023 through March 2025.
Precursor to the Interim Final Rule
On March 2, 2025, the U.S. Department of the Treasury announced in a press release that it would not enforce any penalties or fines against U.S. persons or domestic reporting companies under the CTA. This announcement indicated that subsequent rulemaking would substantially limit the CTA. The March 26, 2025 interim final ruling satisfied that objective, exempting millions of businesses from BOI reporting compliance.
Revised Definition of “Reporting Company”
The interim final rule substantially revises the definition of “reporting company” to include only entities formed under foreign laws that are “registered to do business in at least one U.S. state or tribal jurisdiction.” This change relieves U.S. reporting companies and their beneficial owners from the burden of BOI reporting requirements.
U.S. Persons No Longer Reporting BOI
Under the interim final rule, foreign reporting companies are no longer required to report BOI for any beneficial owners that are U.S. citizens or residents. Instead, foreign companies must only report beneficial owners that are non-U.S. persons. By extension, U.S. beneficial owners are also excluded from the reporting requirements and do not have to report BOI to the reporting company.
New Deadline for Reporting Companies
FinCEN has also revised the BOI report filing deadlines. Foreign reporting companies must file their initial reports no later than the later of (1) April 25, 2025, which is 30 calendar days after the interim final rule was published in the Federal Register on March 26, 2025, and (2) 30 calendar days after receiving actual or public (e.g., through the secretary of state website) notice that their registration to do business in the United States has become effective.
Conclusion
While the changes in FinCEN’s interim final rule provide relief to U.S. companies and persons that no longer have to comply with burdensome reporting requirements, this may not be the end of the road for the CTA. It is possible that the interim final rule could be challenged, and questions remain about what impact the rule change will have on ongoing CTA litigation.
Public comments on the interim final rule will be accepted through May 27, 2025, with FinCEN planning to incorporate comments into a final rule later in 2025. Greenberg Glusker will continue to monitor developments that may further impact CTA obligations.
