On March 21, 2025, the Treasury Department Financial Crimes Enforcement Network (FinCEN) issued an interim final rule that dramatically narrowed the scope of CTA reporting obligations to require only foreign entities to file reports.[1]
CTA regulations require all “reporting companies” to file Beneficial Ownership Information (BOI) Reports with FinCEN. Previously, the definition of “reporting companies” included all entities formed in the United States. The interim final rule revised the definition of “reporting company” to include only entities formed under the law of a foreign country and registered to do business in any U.S. State or Tribal jurisdiction.[2]
Domestic entities, meaning LLCs, corporations, or other types of entities, formed under the laws of a United States jurisdiction are no longer subject to CTA reporting obligations.
Am I Still Required to Report?
Only foreign entities that are formed under the law of a foreign country and registered to do business in the U.S. are required to file BOI Reports. If your company was created “by the filing of a document with a secretary of state or any similar office under the law of a State or Indian tribe,” then you are not required to file a BOI Report.[3] If you previously filed a BOI Report for your company, you no longer need to submit updated BOI Reports when any of the information in your previous report changes.
If you are a U.S. citizen and are a beneficial owner of a foreign entity, you are also exempt from reporting.[4] However, the foreign entity itself is not exempt and must file a BOI Report to report all other non-U.S. citizen beneficial owners and/or the Company Applicant (if applicable).
Foreign entities who are still required to file BOI Reports must keep their reports up to date and file new reports any time any of the previously reported information changes by the applicable deadline.
What Should I Do Next?
If your company is a domestic entity that is no longer required to file BOI Reports, we recommend keeping up to date on any additional changes to the CTA regulations. The changes to the current regulations were created by an interim final rule, which is a temporary rule issued by a federal agency without the normal procedures for notice and comment required for federal regulations.
FinCEN is currently accepting public comments on the interim rule through May 27, 2025.[5] FinCEN will then review the public comments, assess the current exemptions in the interim rule, and then issue a final rule. FinCEN has stated that they plan to issue the final rule later this year.[6]
The final rule may or may not include the current exemptions. Even if the final rule continues to exempt domestic entities from CTA reporting, FinCEN could issue another interim final rule at any time that changes the scope of the reporting requirements again. We recommend keeping up to date on all CTA developments to ensure you do not miss any required reporting deadlines for your company.
For foreign entities that are required to report, they should file their initial BOI Report by the following deadlines:
- Any foreign entity formed before March 26, 2025 must file an initial report no later than April 25, 2025.
- Any foreign entity formed on or after March 26, 2025 must file an initial report within 30 calendar days of the earlier of the date on which it receives actual notice that it has (1) been registered to do business or (2) the date on which a secretary of state or similar office first provides public notice, such as through a publicly accessible registry, that the reporting company has been registered to do business.[7]
This material is provided for informational purposes only. The provision of this material does not create an attorney-client relationship between the firm and the reader and does not constitute legal advice. Legal advice must be tailored to the specific circumstances of each case, and the contents of this article are not a substitute for legal counsel. Do not take action in reliance on the contents of this material without seeking the advice of counsel.
The information contained in this article may or may not reflect the most current legal developments. Accordingly, information in this article is not promised or guaranteed to be correct or complete and should not be relied upon as such. Readers should conduct their own appropriate legal research or seek the advice of counsel.
[1] U.S. Treasury, Financial Crimes Enforcement Network, FinCEN Removes Beneficial Ownership Reporting Requirements for U.S. Companies and U.S. Persons, Sets New Deadlines for Foreign Companies (March 21, 2025), https://www.fincen.gov/news/news-releases/fincen-removes-beneficial-ownership-reporting-requirements-us-companies-and-us.
[2] Department of the Treasury, Financial Crimes Enforcement Network, 90 FR 13688 (2025), https://www.federalregister.gov/d/2025-05199.
[3] 31 CFR § 110.380(c)(2)(xxiv).
[4] 31 CFR § 110.380(d)(4).
[5] Federal E-Rulemaking Portal: https://www.regulations.gov. Follow the instructions for submitting comments. Refer to Docket Number FINCEN-2025-0001, the Office of Management and Budget (OMB) control number 1506-0076, and Regulatory Identification Number (RIN) 1506-AB49.
[6] Department of the Treasury, Financial Crimes Enforcement Network, 90 FR 13688 (2025), https://www.federalregister.gov/d/2025-05199.
[7] 31 CFR § 110.380(a)(1).