Consistent with our expectations as reported in our last Legal Update dated March 4, 2025, on March 26, 2025, the United States Department of the Treasury Financial Crimes Enforcement Network (“FinCEN”) published an interim final rule in its regulations implementing the Corporate Transparency Act (“CTA”).
Specifically, the interim final rule revised the definition of “reporting company” to mean only those entities formed under the laws of a foreign country 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 (formerly known as “foreign reporting companies”).
FinCEN also formally exempted entities previously known as “domestic reporting companies” from the CTA’s reporting requirements. Additionally, reporting companies do not need to report the beneficial ownership information (“BOI”) of any U.S. persons, and U.S. persons are exempt from having to provide BOI with respect to any reporting company for which they are a beneficial owner.
Foreign entities that meet the new definition of a “reporting company” and do not qualify for an exemption from the reporting requirements are required to file with FinCEN under new deadlines:
- Reporting companies registered to do business in the United States before March 26, 2025 must file BOI reports by April 25, 2025.
- Reporting companies registered to do business in the United States on or after March 26, 2025 have 30 calendar days to file an initial BOI report after receiving notice that their registration is effective.
Notably, entities that are subject to the New York LLC Transparency Act, which was modeled after the CTA, and other similar state laws, are still subject to the reporting rules of those individual states.
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