On March 21, 2025, the Financial Crimes Enforcement Network (FinCEN) issued an interim final rule that significantly reduces reporting obligations under the Corporate Transparency Act (CTA). The rule exempts U.S. entities and U.S. individuals from filing beneficial ownership information (BOI) with FinCEN, narrowing the focus to foreign entities conducting business in the U.S. This update aligns with the U.S. Department of the Treasury’s March 2, 2025, announcement aimed at relieving small U.S. businesses from the CTA’s reporting requirements.
Under the new rule, U.S. companies are no longer required to file or update BOI with FinCEN. If a U.S. entity has already filed a report, it need not need update it unless future changes are made. This exemption significantly reduces the compliance burden for domestic businesses.
The rule now applies only to “foreign reporting companies,” which are entities formed outside the U.S. but registered to do business in U.S. states or tribal jurisdictions. Foreign entities must still file BOI reports, but they no longer must disclose information about U.S. persons who may be beneficial owners. Instead, they need only report foreign beneficial owners. Foreign entities must file their beneficial ownership reports within 30 days after (i) the rule’s publication if they were already registered to do business in the U.S. before the rule was issued or (ii) receipt of notice of their registration’s effectiveness if they are registered after the rule’s publication.
For now, domestic entities and U.S. persons need not take further action under the CTA.
FinCEN has indicated its intent to issue a final rule later this year, following a review of public comments. The comment period for the interim final rule ends on May 27, 2025. Marcus & Boxerman will keep clients informed of any developments and help navigate the evolving regulatory landscape.