Corporate Transparency Act - New Interim Final Rule Exempts U.S. Companies from Reporting

By Emily M. Frohman, Esq.

On March 21, 2025, the U.S. Department of the Treasury's Financial Crimes Enforcement Network (FinCEN) issued an interim final rule significantly narrowing the scope of the Corporate Transparency Act (CTA) by removing the requirement for U.S. companies to report beneficial ownership information (BOI) to FinCEN.

As part of the interim final rule, FinCEN revised the definition of "reporting company" to mean only those entities formed under the laws of a foreign country and registered to do business in the U.S. The interim final rule also exempts entities previously known as "domestic reporting companies" from BOI reporting requirements, effectively removing all U.S. entities and their beneficial owners from the scope of any CTA filing requirements, including initial reporting, corrective reporting and update reporting.

What does this mean for business owners?

Moving forward, all entities formed in the United States and their beneficial owners will be exempt from the requirement to report BOI to FinCEN. Regardless of whether you have previously submitted a BOI report for your U.S. business or not, you do not need to do anything further under the new interim final rule.

Foreign entities that meet the new definition of a "reporting company" and do not qualify for an exemption from the reporting requirements must report their BOI to FinCEN under new deadlines. 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 foreign entity for which they are a beneficial owner.

The new reporting deadlines for foreign entities that meet the definition of a "reporting company" are as follows:

• 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 (or by April 20, 2025).
• 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 to the interim final rule, and expects to finalize the rule later this year.

As always, do not hesitate to contact your WHP counsel with any questions or concerns you may have.

This article provides an overview and summary of the matters described therein. It is not intended to be and should not be construed as legal advice on the particular subject.