FinCEN’s New Interim Final Rule Limits Scope of the CTA

Domestic Reporting Companies Are Not Required to Report BOI; Non-Exempt Foreign Reporting Companies Must File a BOI Report by April 25, 2025.

On March 21, 2025, the U.S. Department of the Treasury’s Financial Crimes Enforcement Network (FinCEN) issued an interim final rule that significantly alters the reporting obligations under the Corporate Transparency Act (CTA). This rule exempts domestic entities and U.S. persons from the requirement to report beneficial ownership information (BOI) to FinCEN, thereby narrowing the scope of entities subject to these regulations. The interim final rule is effective as of March 26, 2025.

Summary of Key Changes:

• Exemptions for U.S. Reporting Companies and Individuals: Previously, both domestic and foreign entities formed or registered to do business in a U.S. state or tribal jurisdiction were required to disclose their beneficial owners. The interim final rule exempts domestic reporting companies and U.S. persons who are beneficial owners of a foreign reporting company from this obligation. Also, any domestic reporting company that has previously filed a BOI report is not required to update its report.
• Reporting Requirements for Foreign Entities: The BOI reporting requirements now primarily apply to foreign companies registered to do business in a U.S. state or tribal jurisdiction. These entities must file BOI reports unless an exemption applies.
• New Reporting Deadlines: Foreign reporting companies registered before March 26, 2025 are required to submit initial BOI reports, or update or correct a previously filed BOI report, by April 25, 2025. Those foreign companies registering to do business in a U.S. state or tribal jurisdiction on or after March 26, 2025 have 30 days from the date of registration to file a BOI report.

Public comments on the interim final rule are invited until May 27, 2025. After a review of such comments, FinCEN intends to assess the exemptions and issue a final rule later this year.

Read the full FinCEN Interim Final Rule published on March 26, 2025.