Client Alert: FinCEN Effectively Kills Beneficial Ownership Reporting Requirements For U.S. Entities.

The Financial Crimes Enforcement Network (FinCEN) has announced an interim final rule, effective immediately, that removes the requirement for U.S. companies and U.S. persons to report beneficial ownership information (BOI) under the Corporate Transparency Act (CTA). This decision follows the Department of the Treasury’s March 2, 2025 announcement to reduce the burdens on small businesses.

Under the new rule, the definition of a “reporting company” has been narrowed to include only those entities formed under the law of a foreign country that have registered to conduct business in the United States. These foreign “reporting companies” remain subject to the BOI reporting requirements and deadlines under the CTA. However, entities previously classified as “domestic reporting companies” are now exempt from all BOI reporting requirements. As a result, all entities created in the United States — including those previously considered domestic reporting companies — and their beneficial owners are no longer required to disclose BOI to FinCEN.

However, foreign entities meeting the revised definition of a reporting company will still be subject to BOI reporting requirements under new deadlines. These foreign entities will not be required to report any U.S. persons as beneficial owners, and U.S. persons will not need to report BOI concerning any such entity in which they hold beneficial ownership.

New Reporting Deadlines for Foreign Entities

FinCEN outlined specific filing deadlines for foreign reporting companies:

• Foreign entities registered to do business in the United States before the publication date of the interim final rule must file BOI reports within 30 days of that date.
• Foreign entities registered to do business in the United States on or after the publication date of the interim final rule have 30 calendar days to file their initial BOI report upon receiving notice of registration.

The interim final rule is effective immediately, in advance of the interim final rule’s formal publication in the Federal Register. Furthermore, FinCEN confirmed that it will not impose any penalties or fines related to beneficial ownership reporting on U.S. citizens, domestic reporting companies, or their beneficial owners.

Next Steps

CCM will continue monitoring further developments. For additional resources, visit the CCM CTA Resource Library.