On March 21, 2025, FinCEN released an interim final rule (IFR) removing the requirement for U.S. companies and U.S. persons to submit beneficial ownership information (BOI) reports under the Corporate Transparency Act (CTA).
Under this IFR, only entities (i) that were formed outside of the U.S., and (ii) which have qualified to do business in any U.S. state or territory through a filing with a Secretary of State or similar office are “reporting companies.” Entities created in the U.S. (formerly, domestic reporting companies) and their beneficial owners are now exempt from these BOI reporting requirements, including the obligation to update or correct previously filed BOI reports.
Additionally, FinCEN has removed the requirement for all U.S. persons to report BOI under the CTA; therefore, non-exempt “foreign” reporting companies are not required to report U.S. persons as beneficial owners. Non-exempt foreign reporting companies with only U.S. beneficial owners “will be exempt from the requirement to report any beneficial owners,” though they appear to still be required to submit BOI reports.
Finally, the following new deadlines apply for non-exempt “foreign” reporting companies:
- Reporting companies registered to do business in the U.S. before the date of publication of this IFR must file BOI reports no later than 30 days from the IFR’s date of publication.
- Reporting companies registered to do business in the United States on or after the date of publication of this IFR will have 30 calendar days to file an initial BOI report after receiving notice that their registration is effective.
FinCEN is currently accepting comments on this IFR and has indicated it will finalize the rule this later year. We will continue to monitor these developments and provide additional updates. Please contact your attorney at Wilson Sonsini for more information.
