CTA Limited to Foreign Reporting Companies

The Financial Crimes Enforcement Network (FinCEN) issued an interim final rule on Friday, March 21, 2025. The interim final rule removes the requirement for U.S. companies and U.S. persons to report beneficial ownership information (BOI) to FinCEN under the Corporate Transparency Act (CTA).

The new definition of “reporting company” includes only those entities that are formed under the law of a foreign country and that have 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 (formerly known as “foreign reporting companies”).

“Domestic Reporting Companies” Are Exempt

Entities which were previously defined as “domestic reporting companies” are now exempt from BOI reporting requirements. This means that an entity which was formed in the U.S. (e.g., Delaware LLC, New York corporation) and the entity’s beneficial owners (BOs) will be exempt from the requirement to report BOI to FinCEN.

The number of entities subject to CTA has been reduced from approximately 32 million to approximately 12 thousand.

U.S. Persons Are Exempt

Entities that meet the new definition of a “reporting company” are not required to report any U.S. persons as BOs. The reporting company is only required to report BOs that are non-U.S. persons.

Previously Submitted BOIRs

Entities that are not “foreign reporting companies” which previously submitted a Beneficial Ownership Information Report (BOIR) are not required to file updates or corrections to the previously submitted BOIR.

Deadline

Upon the publication of the interim final rule, the following deadlines apply for foreign entities that are reporting companies:

• A reporting company registered to do business in the U.S. before the date of publication of the interim final rule in the Federal Register must file a BOIR no later than 30 days from the date of the Federal Register publication.

• A reporting company registered to do business in the U.S. on or after the date of publication of the interim final rule in the Federal Register has 30 calendar days to file an initial BOIR after receiving notice that the registration is effective.

The interim final rule will likely be published in the Federal Register this week.