On March 21, 2025, the Financial Crimes Enforcement Network (“FinCEN”) issued an interim final rule narrowing the definitions of “reporting company” and “beneficial owner” and effectively exempting all U.S. companies and U.S. persons from beneficial ownership information (“BOI”) reporting obligations under the Corporate Transparency Act (“CTA”). Specifically, FinCEN’s interim final rule lifts the CTA’s BOI reporting requirements for (1) any U.S. company formed under the laws of a state or tribal jurisdiction and (2) any U.S citizen or lawful permanent resident.
This revised interim final rule is consistent with the prior alert issued by the Treasury Department in which it stated that it would no longer enforce any penalties or fines associated with the CTA’s BOI reporting obligations against domestic companies and owners. FinCEN is expected to issue a final rule later this year. Until then, entities and owners that fall within the exemptions should be able to reasonably rely on the interim final rule as a basis for not filing.
For entities or owners that do not fall within the exemptions, the interim final rule extends the CTA’s BOI reporting deadline to 30 days from publication of the interim final rule in the Federal Register, or to 30 days after registration to do business in the U.S., whichever is later.
Please reach out to our CTA committee, Howard Davis, Aylin Daldal, or Gary Kan for any questions.
