On March 26, 2025, the Financial Crimes Enforcement Network ("FinCEN"), a division of the United States Department of the Treasury, published in the Federal Register an interim final rule that substantially narrows the existing beneficial ownership information ("BOI") reporting requirements under the Corporate Transparency Act ("CTA"). The interim final rule requires only entities previously defined as "foreign reporting companies" to report BOI. Significantly, entities previously defined as "domestic reporting companies" are now exempt under the interim final rule from the BOI reporting requirements of the CTA and are no longer required to report BOI to FinCEN or update or correct BOI previously reported to FinCEN. Under the interim final rule, an entity created by the filing of a document with a secretary of state or any similar office under the law of a state or any Indian tribe is no longer a "reporting company" and therefore is no longer required to comply with the BOI reporting requirements of the CTA.
The BOI reporting requirements continue to apply to "foreign reporting companies." A foreign reporting company is a non-exempt entity that is "formed under the laws of a foreign jurisdiction" and is "[r]egistered to do business in any State or tribal jurisdiction by the filing of a document with a secretary of state or any similar office under the law of that State or Indian tribe." BOI reports that are required to be filed for foreign reporting companies are not required to include information about any United States persons who are beneficial owners of these foreign reporting companies.
An entity that became a foreign reporting company before March 26, 2025 and that has not yet filed its BOI report has until April 25, 2025 to do so. A foreign reporting entity that registers to do business in a state of the United States on or after March 26, 2025 has 30 days from the date of such registration to file its BOI report.
While these regulations are temporary and FinCEN has invited comments on this interim final rule, entities formed in a state of the United States are, for now, no longer required to file BOI reports or to update previously filed reports. This rule exempting domestic reporting companies and U.S. persons who are beneficial owners of foreign reporting companies from the CTA's reporting requirements was made effective immediately upon its publication in the Federal Register on March 26, 2025.
Of course, the changes in the federal BOI reporting rules do not affect any state law beneficial ownership reporting requirements, such as those under the New York Limited Liability Company Transparency Act, which will require LLCs formed or registered to do business in the state to disclose the identities of their beneficial owners effective from January 1, 2026
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