Following months of uncertainty surrounding the future of the Corporate Transparency Act’s (CTA) beneficial ownership information (BOI) reporting requirements, the U.S. Department of the Treasury, Financial Crimes Enforcement Network (FinCEN) published an interim final rule (Interim Rule) on March 21, 2025 that removes the requirement for U.S. companies and U.S. persons to submit BOI reports to FinCEN under the CTA. In other words, domestic reporting companies are now exempt from the CTA’s reporting requirements.
The CTA’s reporting obligations remain in place for foreign reporting companies, which are those foreign entities that have registered to do business in any U.S. state or tribal jurisdiction. However, the Interim Rule creates two key exemptions:
- First, if all beneficial owners of a foreign reporting company are U.S. persons, the entity itself is not required to submit a BOI report to FinCEN.
- Second, for foreign reporting companies with both U.S. and non-U.S. beneficial owners, a BOI report is required, but only the BOI of the non-U.S. owners must be reported.
The exemption for U.S. entities takes effect immediately. Going forward, any BOI reports filed by domestic reporting companies will be considered voluntarily submitted. Meanwhile, foreign reporting companies will have thirty (30) days from the Interim Rule’s publication in the Federal Register to file BOI reports, if required. At the time of writing, the Interim Rule has not yet been published in the Federal Register.
FinCEN intends to issue a Final Rule later this year.
Should you have any questions regarding the above, including whether your foreign reporting company must submit a BOI report, please contact the Garfunkel Wild attorney with whom you regularly work, or contact us at info@garfunkelwild.com.