On March 21, 2025, the Financial Crimes Enforcement Network (“FinCEN”) announced that it is issuing an interim final rule that removes the requirement for U.S. Companies to report beneficial ownership information (“BOI”) under the Corporate Transparency Act (“CTA”).
In the interim final rule, FinCEN revises its implementing regulations to change the definition of “reporting company” to mean only entities that are formed under the laws of a foreign country and that have registered to do business in the United States. FinCEN would also exclude entities formed in the United States–previously known as “domestic reporting companies”–from the BOI reporting requirements. Foreign entities that do not qualify for an exemption from the BOI reporting requirements would need to complete such a report within new deadlines. These foreign entities, however, would not have to report any U.S. persons as beneficial owners, and U.S. persons would not have to complete a BOI report with respect to any entity (foreign or domestic) for which they are a beneficial owner.
The new deadlines for foreign entities would be as follows: foreign companies registered to do business in the U.S. before the date of public of the interim final rule would have to complete BOI reports no later than 30 days from that date; foreign entities registered to do business in the U.S. on or after the date of publication of the interim final rule would have 30 calendar days to complete BOI reports after receiving notice that its registration is effective.
FinCEN is currently accepting comments on this interim final rule, and intends to finalize the rule this year.
If you have any questions about your legal obligations in light of these most recent announcements, please do not hesitate to reach out to the attorneys at the Knudsen Law Firm.
By: Anthony Budell