U.S. Entities and Persons are Exempt from CTA Reporting Requirements Under New FinCen Interim Rule

On March 21, 2025, the Financial Crimes Enforcement Network (FinCEN) adopted an Interim Final Rule (Interim Rule) which exempts U.S. companies previously subject to the reporting requirements under the Corporate Transparency Act (CTA) from obligations to file or update beneficial ownership information (BOI) reports pursuant to the CTA. Foreign entities still have BOI reporting requirements for non-U.S. persons under the Interim Rule.

Notable Changes in Reporting Requirements

Elimination of BOI Reporting for U.S. Entities:

• Domestic companies and U.S. individuals no longer face obligations to report beneficial ownership information to FinCEN.

New Scope for Foreign Entities:

• Only entities formed abroad and registered to conduct business within the U.S. must continue reporting BOI unless specifically exempted.
• Foreign entities now exclusively report beneficial ownership information for non-U.S. persons and associated company applicants. BOI reporting for beneficial owners who are U.S. persons has been completely removed.

Refined Definition of “Reporting Company”

The Interim Rule substantially narrows the definition of “reporting company” to encompass only entities organized under foreign laws that actively register with U.S. state or tribal authorities to do business domestically. Consequently, domestic companies formed under U.S. state or tribal jurisdiction no longer fall within this definition and thus are exempt from reporting.

Clarified BOI Reporting Exemptions for U.S. Persons

Under previous regulations, foreign reporting companies were required to disclose BOI for all beneficial owners, regardless of nationality. The revised rule explicitly excludes U.S. beneficial owners from reporting requirements:

• Foreign reporting companies whose beneficial owners are solely U.S. individuals now have no reporting obligations.
• U.S. individuals no longer need to disclose their beneficial ownership information to any reporting company.

Updated Compliance Deadline

Foreign entities required to report BOI must submit their filings to FinCEN within the later timeframe of:

• Thirty days after officially registering to conduct business in the U.S., or
• Thirty days following publication of the Interim Rule, establishing the current filing deadline as April 25, 2025.

FinCEN has opened a public comment period on the Interim Rule through May 27, 2025, with plans to finalize and implement the rule later this year, incorporating public input received during this period.