Client Alert

FinCEN Eliminates Beneficial Ownership Reporting Requirements for U.S. Companies and U.S. Persons, and Extends Deadlines Established in the Corporate Transparency Act

By: Alicia Lamboy, Esq.



March 27, 2025



Effective on January 1, 2024, the Corporate Transparency Act, 31 U.S.C. § 5336 (the “Act”), required, with some limited exceptions, that all newly created domestic and foreign companies and other legal entities (“reporting companies”), submit certain information about their beneficial owners to the U.S. Department of Treasury’s Financial Crimes Enforcement Network (FinCEN) (Corporate Transparency Act’s Imminent Effectiveness and Reporting Requirements – Puerto Rico), in accordance with the final implementing rule. The constitutionality of the Act was challenged in multiple lawsuits. As a result, on March 26, 2025, FinCEN issued an interim final rule eliminating the requirement for U.S. companies and U.S. persons to report beneficial ownership information (BOI) under the Act. The rule became effective on the same date.



Under the interim final rule, FinCEN revised the definition of a “reporting company” to include only entities formed under the laws of a foreign country that have registered to do business with the secretary of state or similar office in any U.S. state or Tribal jurisdiction. Entities that meet the definition of a “domestic entity” are now exempt from BOI reporting requirements. Puerto Rico is included under the definition of “state” under the Act.

Foreign entities that meet the definition of a “reporting company” (those authorized and registered to conduct business in Puerto Rico, for example), must file their initial BOI report—or update or correct any previously submitted BOI reports—with FinCEN no later than April 25, 2025. The interim final rule exempts foreign reporting companies from reporting BOI for any U.S. persons who are beneficial owners. Likewise, U.S. persons are not required to provide their BOI to any foreign reporting company in which they are beneficial owners.

FinCEN will accept written comments on the interim final rule through May 27, 2025.

Goldman Antonetti & Córdova, LLC stands ready to assist you and your business to adjust to Puerto Rico's regulatory and legal changes. If you need further assistance in this area, please contact any of the following members of our Firm:

Disclaimer: Although the information included in this document may concern legal issues, it is not a legal opinion or professional advice and clients shall not use it as such. We assume no responsibility or liability of any kind for any information contained herein, and we expressly disclaim all liability for any claim for damages arising from the use, reference to, or reliance on, such information. If legal or other expert assistance is required, the services of a competent professional should be sought.