Corporate Transparency Act Update

On March 21, 2025, the Financial Crimes Enforcement Network (FinCEN) issued an interim final rule removing the requirement for U.S. companies and U.S. persons to report beneficial ownership information (BOI) to FinCEN under the Corporate Transparency Act. In that interim final rule, FinCEN revised the definition of “reporting company” to only apply to foreign entities registered to do business in a U.S. State or Tribal jurisdiction (entities formerly known as “foreign reporting companies”) and excludes domestic entities.

Thus, all entities created in the United States and their beneficial owners will be exempt from the requirement to report BOI to FinCEN. 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. Any foreign entity that became a reporting company before March 26, 2025, is required to file an initial report no later than April 25, 2025. Any foreign entity that becomes a reporting company on or after March 26, 2025, is required to file an initial report within 30 calendar days of the earlier of when it receives actual notice that it has been registered to do business or the date on which a secretary of state or similar office first provides public notice that it is registered.

Foreign entities 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 entity for which they are a beneficial owner.

It appears this is the final chapter in the controversial Corporate Transparency Act…until it is not!!!