On March 26, 2025, the Financial Crimes Enforcement Network (FinCEN) took significant action aligned with the Department of the Treasury’s March 2, 2025, announcement, issuing an interim final rule substantially changing reporting obligations under the Corporate Transparency Act (CTA).
Under this new rule, U.S. entities—previously categorized as “domestic reporting companies”—are no longer required to report beneficial ownership information (BOI) to FinCEN. The regulatory definition of a “reporting company” has now been revised, applying only to entities formed under foreign laws that have registered to conduct business in the United States.
This revision is a marked shift, significantly reducing the compliance burden on domestic companies and U.S. citizens who previously faced stringent reporting requirements. Domestic entities and their beneficial owners are now exempt from all BOI reporting obligations, effective immediately.
Foreign entities meeting the new definition of a reporting company must continue reporting beneficial ownership details, albeit with updated rules and deadlines:
- Foreign companies registered in the U.S. before the interim rule’s publication must submit their BOI within 30 days from the rule’s publication date.
- Those registering on or after the rule’s publication date have 30 calendar days after their registration becomes effective to file their initial BOI reports.
Importantly, the rule specifies that U.S. persons will no longer need to be reported as beneficial owners by foreign reporting companies. Furthermore, FinCEN has announced that it will proactively apply all new exemptions and extended deadlines immediately, foregoing enforcement of penalties or fines related to BOI reporting against domestic entities and U.S. beneficial owners moving forward.
This interim final rule represents a major policy shift by FinCEN, significantly streamlining BOI reporting and providing relief to domestic businesses previously burdened by the CTA’s reporting requirements. Foreign entities should closely review the new guidelines to ensure compliance with applicable deadlines and requirements.
So, the rule may not be entirely dead, but US person/entities no longer need to worry about this additional reporting burden.
