The Corporate Transparency Act (CTA) has introduced significant changes to business reporting requirements, particularly around beneficial ownership information (BOI). Recently, the Financial Crimes Enforcement Network (FinCEN) issued an interim final rule that has altered the landscape for U.S. businesses and foreign entities alike.
What Has Changed?
The new rule removes the requirement for U.S.-formed companies and U.S. individuals to report beneficial ownership information to FinCEN. This means that domestic companies, which were previously required to comply with the CTA, are now exempt from filing BOI reports.
Instead, the updated rule focuses on foreign entities that are registered to do business in the United States. These entities will be required to submit BOI reports if they’re registered with a state-level agency, like the Secretary of State’s office. Notably, these foreign entities will not be required to disclose any U.S. individuals as beneficial owners.
Who Still Needs to Report?
Under the revised rule, only foreign entities—those formed outside the U.S. but registered to do business in a U.S. state or tribal jurisdiction—are obligated to report BOI to FinCEN. However, it’s important to note that U.S. individuals are not required to report ownership information in connection with these foreign entities.
New Deadlines for Foreign Entities
For foreign entities already registered to do business in the U.S. before March 21, 2025, there is a filing deadline of 30 days from that date to submit their initial BOI report.
Foreign entities that register on or after March 21, 2025 must file their BOI report within 30 days of their registration.
What Does This Mean for You?
If you are a U.S.-formed business, this change provides significant relief. You are no longer required to file a BOI report with FinCEN, which reduces compliance burden for small business owners and closely held companies.
For foreign entities doing business in the U.S., however, reporting obligations still exist. We encourage you to consult legal counsel to determine a plan that is right for you and your business.
