FinCEN Issues Interim Final Rule On CTA BOI Requirements

On March 21, 2025, FinCEN issued an interim final rule (IFR) on beneficial ownership information (BOI) reporting requirements under the Corporate Transparency Act (CTA).

The IFR essentially eliminates the BOI reporting requirements for all entities created in the US and for US persons, including entities previously defined as domestic reporting companies.

Furthermore, FinCEN has subsequently revised the definition of a reporting company to reflect entities previously defined as foreign reporting companies.

A reporting company now refers to “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 by the filing of a document with a secretary of state or similar office.”

Applicable foreign entities which are not subject to an exemption will be required to file their beneficial ownership information report (BOIR) by the new deadlines with the caveat that they will not need to report any US persons as beneficial owners and likewise, any US persons will not need to file beneficial ownership information with regards to any foreign entity for which they are a beneficial owner.

The new reporting deadlines are as follows:

• Reporting companies registered to do business in the US before the date of publication of the IFR must file their BOIR no later than thirty (30) days from that date.

• Reporting companies registered to do business in the US on or after the date of publication of the IFR have thirty (30) calendar days to file an initial BOIR after receiving notice that their registration is effective.

The interim final rule will be open to comments before being finalized.

For further information, refer to the FinCEN press release - https://www.fincen.gov/news/news-releases/fincen-removes-beneficial-ownership-reporting-requirements-us-companies-and-us.

For questions or inquiries related to the Corporate Transparency Act, beneficial ownership information reporting, or the interim final rule, contact FinCEN or consult with general counsel.