CLIENT ALERT
By Attorney Seamus Cuddy
March 26, 2025
On Friday, March 21, 2025, the Financial Crimes Enforcement Network (FinCEN) announced the issuance of an interim final rule that eliminates the need for U.S. companies and U.S. persons to report beneficial ownership information (BOI) under the Corporate Transparency Act (CTA). In addition to narrowing the scope of the BOI reporting rule, the interim final rule extends compliance deadlines for foreign entities.
What This Means
Effective immediately, and until further notice, domestic companies need not file BOI reports with FinCEN, and U.S. persons need not report BOI in relation to the entities they beneficially own.
Under the interim final rule, compliance with BOI reporting requirements is now limited to entities formed under the law of a foreign country that have registered to do business in a U.S. jurisdiction. However, these entities need not report U.S. persons as beneficial owners, and U.S. persons need not report BOI with respect to foreign entities for which they are beneficial owners.
Foreign entities that do not otherwise qualify for exemption must file their BOI reports no later than 30 days following publication of the interim final rule in the Federal Register (expected March 26, 2025). Foreign entities registered to do business in the U.S. on or after the publication date will have 30 days from the date they receive notice of effective registration to file their BOI reports.
Next Steps
FinCEN will be accepting public comment on the interim final rule for 60 days following its publication and intends to finalize the rule this year. However, the rule may face legal challenges. Indeed, FinCEN’s authority to narrow the BOI reporting requirements to the extent it has done so in the rule has already been questioned by legislators. As such, domestic reporting companies should continue to monitor for developments and challenges to the rule.
This article is intended to serve as a summary of the issues outlined herein. While it may include some general guidance, it is not intended as, nor is it a substitute for, legal advice.