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In what could be the penultimate chapter of the ongoing Corporate Transparency Act (“CTA”) saga, on March 21, 2025, the Financial Crimes Enforcement Network (“FinCEN”) issued an interim final rule (the “Interim Rule”) that (1) exempts entities created in the United States and their beneficial owners from the requirement to file initial beneficial ownership information (“BOI”) reports with FinCEN or to update or correct previously filed BOI reports, and (2) exempts non-U.S. reporting companies and their U.S. person beneficial owners (i.e., citizens or residents of the United States) from the requirement to provide BOI for any U.S. persons who are beneficial owners of the foreign reporting company. In sum, under the Interim Rule, all FinCEN BOI reporting requirements for U.S. entities and persons have terminated.
Reporting companies, which are now limited to entities formed under the law of a foreign country 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, and that do not qualify for one of the previously published 23 BOI reporting exemptions, are now subject to the following revised reporting deadlines:
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If a reporting company was registered to do business in the United States before March 26, 2025, the deadline for submitting a BOI report to FinCEN is 30 calendar days from the date the Interim Rule is published in the Federal Register, or April 25, 2025.
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If a reporting company registers to do business in the United States on or after March 26, 2025, the deadline for submitting a BOI report to FinCEN is 30 calendar days after the reporting company receives notice that its registration is effective.
Importantly, non-U.S. reporting companies will not be required to report the BOI of U.S. persons. If a reporting company only has beneficial owners that are U.S. persons, under the Interim Rule it will be exempt from the requirement to report any BOI.
FinCEN will accept public comments on the Interim Rule for 60 days after its publication in the Federal Register, or until May 27, 2025, and intends to issue a final rule later this year.
We are advising non-U.S. companies who may be required to file BOI reports to continue closely monitoring developments regarding the CTA. We will keep our clients and interested parties updated on these evolving developments.
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If you have questions or would like additional information, please contact your
primary EGS attorney with whom you work or email CTA@egsllp.com.
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