Consistent with the Department of the Treasury’s March 2, 2025 announcement, FinCEN issued an interim final rule on March 21, 2025, which removed the beneficial ownership information (“BOI”) reporting requirement for U.S. entities and its beneficial owners to FinCEN under the Corporate Transparency Act.
In the interim final rule, the definition of “reporting company” has been revised to mean only those entities formed under the law of a foreign country and that have registered to do business in the U.S. by filing a registration document with a secretary of state or similar office. Foreign entities that meet this new definition of “reporting company” are required to file a BOI report with FinCEN by the new deadline, if they do not meet an exemption. Additionally, the foreign entities are not required to report U.S. persons that are beneficial owners.
Under the interim final rule, reporting companies (or, foreign entities) must follow the following reporting deadlines:
- Reporting companies registered in the U.S. before the interim final rule was in effect must file a BOI report with FinCEN within 30 days from March 21, 2025.
- Reporting companies registered in the U.S. after the interim final rule was in effect must file an initial BOI report with FinCEN within 30 days of the date of registration with the secretary of state or similar office.
This new BOI reporting exemption for U.S. entities and the deadline extension for foreign entities is in effect as of March 21, 2025. FinCEN has also stated that it will not issue fines or penalties against any company or its beneficial owners.
For more information on the CTA and its reporting requirements, please see HSE’s March 4, 2025 LEGALcurrents.