After many years of ups and downs, legal challenges, injunctions and deadline changes, the reporting obligations under the Corporate Transparency Act (CTA) have disappeared… for most.
On Friday, March 21, the Financial Crimes Enforcement Network (FinCEN) issued an interim final rule eliminating the requirement that U.S. companies and persons report beneficial ownership information (BOI) under the CTA.
FinCEN’s interim final rule now defines “reporting company” as an entity “formed under the law of a foreign country and that [has] registered to do business in any U.S. State or Tribal jurisdiction by the filing of a document with a secretary of state or similar office.” Thus, only foreign entities that fall under this new “reporting company” definition (and do not otherwise qualify for an exemption) must report BOI to FinCEN. Notably, even foreign reporting companies subject to this rule need not report any beneficial owner who is a U.S. person. U.S. persons, like domestic reporting companies, are no longer subject to the CTA.
The issuance of this interim final rule is consistent with the U.S. Department of the Treasury’s March 2 announcement that it planned to issue “a proposed rulemaking that will narrow the scope of the rule to foreign reporting companies only.” FinCEN is currently accepting comments on the interim final rule and intends to finalize it this year.
FinCEN has extended the deadline for reporting companies that remain subject to the CTA (i.e., foreign reporting companies) to file BOI reports to 30 days following the March 21 publication of the interim final rule (April 20, 2025). Reporting companies registered to do business in the U.S. on or after the date of publication of this interim final rule have 30 days after receiving notice that their registration is effective to file an initial BOI report.
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