On March 21, 2025, the US Department of the Treasury’s Financial Crimes Enforcement Network (FinCEN) announced it is issuing an interim final rule to remove the Corporate Transparency Act’s (CTA) beneficial ownership information (BOI) reporting requirements for US companies and US persons by narrowing the CTA’s definition of “reporting company” to mean only an entity formed under the laws of a foreign jurisdiction and that has registered to do business in a US State or Tribal jurisdiction by filing a registration document with a secretary of state or similar office. Under the interim final rule, entities previously defined as “domestic reporting companies” are exempted from the BOI reporting requirements and do not have to report BOI to FinCEN, or update or correct BOI reports previously submitted to FinCEN.
A brief summary of the interim final rule follows:
- With limited exceptions, the interim final rule does not change the existing requirement for foreign reporting companies to file BOI reports.
- A foreign reporting company that registered to do business in the US before the date of publication of the FinCEN interim final rule must file a BOI report no later than 30 days from the date of publication. The interim final rule is expected to be officially published on March 26, 2025.
- A foreign reporting company that registers to do business in the US on or after the date of publication of the interim final rule must file a BOI report within 30 days of the effective date of the entity’s registration in the US.
- The interim final rule exempts foreign reporting companies from having to report the BOI of any US persons who are beneficial owners of the foreign reporting company and exempts US persons from having to provide such information to any foreign reporting company for which they are a beneficial owner.
Following a public comment period, FinCEN intends to issue a final rule this year.
For more information, please visit https://fincen.gov/news/news-releases/fincen-removes-beneficial-ownership-reporting-requirements-us-companies-and-us.
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