We have previously reported on the many changes that have occurred regarding the implementation of the beneficial ownership reporting requirement of the Corporate Transparency Act (CTA). Following the enactment of the CTA, there were several court challenges to the CTA’s requirement that companies file a Beneficial Ownership of Interest Report (BOI) with the Department of Treasury Financial Crimes Enforcement Network (FINCEN). As noted in previous blogs, some courts sustained the enforcement of the requirement while others enjoined the government from enforcing compliance.
Now, there is yet another change. As a result,
- Domestic companies no longer have to file any reports; if a domestic company has not already filed, it should not do so.
- Domestic companies that have already filed a FinCEN report need not update the report already on file.
- Certain foreign companies are required to file the report.
On Monday, March 25, 2025, the Treasury Department announced that FinCEN would issue new rules regarding the BOI and that the new rules would be effective immediately. The press release noted that in the soon-to-be-released Interim Final Rule, FinCEN “revises the definition of “reporting company” in its implementing regulations to mean only those entities that are formed under the law of a foreign country and that have registered to do business in any U.S. State or Tribal jurisdiction by the filing of a document with a secretary of state or similar office (formerly known as “foreign reporting companies”). FinCEN also exempts entities previously known as “domestic reporting companies” from BOI reporting requirements.”
FinCEN published the new, Interim Final Rule on Wednesday, March 26. The new rule provides that:
Companies formed in the United States do not have to file a BOI. However, unless exempt under the rules of the CTA, by no later than April 24, 2025, companies formed under the laws of a foreign country that have registered to do business in the U.S. must file a report identifying its beneficial owners, except the company does not have to name any beneficial owner who is a U.S. citizen. Foreign companies that register to do business in the U.S. in the future will have 30 days from registration to file their BOI reports with FinCEN.
Although the new rule requiring certain foreign companies to report their beneficial ownership interests is effective immediately, the release of the rule as an Interim Final, and not Final, Rule requires that the Department of Treasury hold open the period for accepting comments. US Treasury will be accepting comments through May 27, 2025. Interested parties may submit their comments online, and may view comments posted by others (as of Thursday afternoon, 11 comments had been posted) at the Federal Register site.
