Following its announcement on March 2, 2025, previewing the same, the U.S. Department of the Treasury's Financial Crimes Enforcement Network (FinCEN) issued an interim final rule on March 21, 2025, that removes the requirement for U.S. companies and U.S. persons to report beneficial ownership information (BOI) to FinCEN under the Corporate Transparency Act (CTA) and extends existing reporting deadlines for foreign reporting companies.
The interim final rule is scheduled to be published in the Federal Register on March 26, 2025, and will go into effect as of the date of publication.
Interim Final Rule
The interim final rule makes the following updates under the CTA:
- Entities previously known as "domestic reporting companies" are exempt from BOI reporting requirements.
- The definition of "reporting company" is revised to mean only those 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.
- Reporting companies are exempt from reporting BOI of any U.S. persons who are beneficial owners. Foreign reporting companies that only have beneficial owners that are U.S. persons are thus exempt from the requirement to report any beneficial owners.
- The deadline for foreign reporting companies to file initial BOI reports, and to update or correct previously filed BOI reports, is extended to 30 days from the date of the publication of the interim final rule.
- Reporting companies registered to do business in the U.S. on or after the date of publication of the interim final rule will have 30 days to file an initial BOI report after receiving notice that their registration is effective.
Further Developments
FinCEN is accepting comments to the interim final rule for 60 days following publication of the rule, and intends to issue a final rule this year.
Businesses subject to the CTA should be prepared to make beneficial ownership filings by the applicable current deadline set forth by the interim final rule.
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