Overview
On March 21, 2025, the Financial Crimes Enforcement Network (FinCEN), the US Treasury Department's component with primary responsibility for Corporate Transparency Act (CTA) implementation, released an interim final rule that eliminates the beneficial ownership information (BOI) reporting requirement for domestic companies and US persons. The new rule also extends the BOI reporting deadline for foreign reporting companies until 30 days after the new rule is published in the Federal Register. These major changes to the BOI reporting rule are consistent with the US Treasury Department's announcement on March 2, 2025, which signaled that FinCEN would be issuing a proposed rule to "narrow the scope of the rule to foreign reporting companies only."
Entities that were created by filing of a formation document in any US jurisdiction are now exempt from FinCEN's BOI reporting requirements. If such an entity has already filed a BOI report with FinCEN, it is exempt from the requirement to update or correct its beneficial ownership information. Further, US citizens and residents are also now exempt from BOI reporting requirements, even if they would otherwise be deemed to be beneficial owners of foreign reporting companies.
Based on this latest evolution of FinCEN's regulations implementing the CTA, entities that were formed in a jurisdiction outside of the US, and are registered to do business in any US jurisdiction, remain subject to the CTA BOI reporting requirements. Such entities should ensure that they are in compliance with the new BOI reporting requirements during the coming month.
Please reach out to a member of your Steptoe legal team or email us at CTA@steptoe.com if you have questions or would like help in complying with your CTA reporting obligations.
