By an interim final rule issued by the Financial Crimes Enforcement Network (FinCEN) on March 21, 2025, companies formed under the laws of a United States jurisdiction are no longer subject to the reporting requirements under the Corporate Transparency Act (CTA).
Companies formed under the laws of a non-U.S. jurisdiction and registered to do business in the U.S. will continue to be subject to the CTA reporting requirements but will have 30 days from the publication of the interim final rule in the Federal Register to file their reports. These foreign reporting companies will not have to include beneficial ownership information in their reports for any beneficial owners who are U.S. persons and U.S. persons are not required to provide any such information to a foreign reporting company.
Citing the change in administration and President Trump's Executive Order (EO) 14192, Unleashing Prosperity Through Deregulation, FinCEN indicated that the Secretary of the Treasury reassessed the balance between the usefulness of the information required by the CTA and its regulatory burden and concluded that requiring BOI reports from U.S. companies would not serve the public interest and would not be highly useful in national security, intelligence, and law enforcement agency efforts to detect, prevent, or prosecute money laundering, the financing of terrorism, proliferation finance, serious tax fraud, or other crimes.
FinCEN's final interim rule implements this change by revising the definition of reporting company and by adding a new exemption to the 23 existing reporting company exemptions. As a result of these revisions, the estimated number of companies subject to the CTA reporting requirements will be reduced from over 33 million to under 12,000.
This is an interim final rule and will be effective upon publication in the Federal Register but will be subject to FinCEN's consideration of any comments received during a 60-day comment period after publication. While always subject to challenge through litigation, it is unlikely that FinCEN will make any major change to this interim final order.
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