The Financial Crimes Enforcement Network (FinCEN) announced an Interim Final Rule on March 21, 2025, that it will not require US companies and persons to report beneficial ownership information (BOI) pursuant to the Corporate Transparency Act (CTA).
FinCEN revised the definition of “reporting company” to mean only entities formed under the law of a foreign country and that have registered to do business in the US by filing with a secretary of state or similar office (formerly known as “foreign reporting companies”). The Interim Final Rule also specifically exempts entities previously known as “domestic reporting companies” from BOI reporting requirements.
This means that all entities created in the United States and their beneficial owners are exempt from reporting BOI to FinCEN. Foreign entities that meet the new definition of a “reporting company” and do not qualify for an exemption must report their BOI to FinCEN under new deadlines that will be determined later.
However, these foreign entities will not be required to report any US persons as beneficial owners, and US persons will not be required to report BOI with respect to any entity for which they are a beneficial owner.
The Interim Final Rule became effective immediately. While the comment period could lead to another change or reversal of requirements, it appears unlikely under the current administration.
TKE will provide updates on any changes on this site should they occur.
