On March 21, 2025, FinCEN issued an interim final rule which implements sweeping changes to the reporting obligations under the Corporate Transparency Act (CTA). Under the interim final rule, FinCEN has revised the definition of “reporting company” to include only entities formed under the laws of a foreign country and registered to do business in the U.S. through a filing with a secretary of state or similar office—formerly referred to as “foreign reporting companies.”
Crucially, the rule removes the requirement for U.S. companies and U.S. persons to report beneficial ownership information (BOI) under the CTA. All entities created in the United States, including those previously classified as “domestic reporting companies,” and their beneficial owners, are now exempt from BOI reporting obligations.
These changes build on the Treasury Department’s earlier announcement that it would not pursue enforcement against U.S. entities under the existing deadlines—and go further by permanently exempting them from BOI reporting obligations under the revised rule.
Additionally, foreign entities that qualify as “reporting companies” under the new definition must still comply with FinCEN’s BOI reporting requirements, but with two key caveats:
- They will not be required to report any U.S. persons as beneficial owners; and
- U.S. persons will not be required to report BOI in connection with any such foreign entity.
New Reporting Deadlines for Foreign Reporting Companies:
- Foreign entities registered to do business in the U.S. before March 21, 2025, must file BOI reports no later than Sunday, April 20, 2025; and
- Foreign entities registered on or after March 21, 2025, must file their initial BOI report within 30 calendar days of receiving notice that their registration is effective.
FinCEN is accepting public comments on the interim final rule and intends to finalize the rule this year.
For Golenbock’s previous alerts on CTA developments, please refer to them here:
Corporate Transparency Act Update: BOI Reporting Deadline Extended (February 25, 2025)
U.S. Supreme Court Stays Preliminary Injunction Against Enforcement of CTA: FinCEN Determines CTA Still Currently Not Enforceable (January 27, 2025)
Corporate Transparency Act – Fifth Circuit Reinstates Nationwide Ban (December 27, 2024)
Corporate Transparency Act Revived: Reporting Companies Have Until January 13, 2025, to Submit Initial BOI Reports (December 24, 2024)
Corporate Transparency Act (CTA) Blocked by Federal Court (December 5, 2024)
Corporate Transparency Act: Rules Requiring Privately Held Companies to Report Beneficial Ownership to the U.S. Government (May 10, 2024)
If you have any questions or need further information, please reach out to your contact at Golenbock or one of the following individuals on the Golenbock CTA FinCEN Compliance Committee:
Contacts:
Barry A. Cassell
bcassell@golenbock.com
(212) 907-7337
Jacob L. Chase
jchase@golenbock.com
(212) 907-7362
Sarah E. Kaehler
skaehler@golenbock.com
(212) 907-5680
Maureen R. Monaghan
mmonaghan@golenbock.com
(212) 907-7335
May Shim
mshim@golenbock.com
(212) 622-7161
Golenbock Eiseman Assor Bell & Peskoe LLP
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