Alert

FinCEN Drops Interim Rule on Reporting for U.S. Companies, But It Ain’t Over ‘Til It’s Over

March 25, 2025

Right on schedule, on March 21, 2025, FinCEN issued an Interim Final Rule that exempts U.S. companies and persons from the requirement to report, modify, or correct beneficial ownership information (BOI) under the Corporate Transparency Act (CTA). All entities created in the United States — including those previously known as “domestic reporting companies” — and their beneficial owners will be exempt from the requirement to report BOI to FinCEN.

A “reporting company” is newly defined to mean any entity that is:

• A corporation, limited liability company, or other entity;
• Formed under the law of a foreign country; and
• Registered to do business in any State or tribal jurisdiction by the filing of a document with a secretary of state or any similar office under the law of that State or Indian tribe.

While domestic reporting companies are now expressly exempt from the reporting requirement as the 24^th exemption, foreign entities are still required to comply with the existing BOI reporting requirements with limited exemptions.

These foreign entities, however, will not be required to report any U.S. persons as beneficial owners, and U.S. persons will not be required to report BOI with respect to any such entity for which they are a beneficial owner. The interim rule also exempts foreign pooled investment vehicles from having to report the BOI of U.S. persons who exercise substantial control over the entity.

Reporting companies must report their BOI to FinCEN under the following new deadlines:

• Reporting companies registered to do business in the United States before the date of publication of the Interim Final Rule must file BOI reports no later than 30 days from that date.
• Reporting companies registered to do business in the United States on or after the date of publication of the Interim Final Rule have 30 calendar days to file an initial BOI report after receiving notice that their registration is effective.

FinCEN is accepting comments on this interim final rule and intends to finalize the rule this year. Comments are sure to be informative and, regardless of the final rule, further litigation may ensue – especially with regard to whether FinCEN’s rule exceeds the authority given it by the statute. We will continue to monitor and publish updates on these developments.