On March 26, 2025, FinCEN issued an interim final rule and request for comments, removing the requirement under the Corporate Transparency Act (CTA) for both U.S. companies and U.S. persons to report beneficial ownership information to FinCEN. The rule is effective March 26, 2025. Thus, subject to additional rule changes, U.S. companies and U.S. individuals no longer have to file an initial Beneficial Ownership Information Report (BOIR) or otherwise update or correct a previously filed BOIR. Please visit this link to access Parts 1-9 in this series.
In its interim final rule, FinCEN revised its definition of “reporting company” to solely mean entities (i.e., corporation, limited liability company, or other entity) that:
- are formed or organized under the law of a foreign country; and
- registered—by filing a document with a secretary of state or similar office—to conduct business in a U.S. jurisdiction (State[1] or Tribal sovereign nation).
Essentially, this means all entities formed or organized within the U.S. or an Indian tribe and their beneficial owners will be exempt from the requirement to file a BOIR.
Under the new rule, foreign entities that meet the new definition of a “reporting company” and do not qualify for an exemption from the reporting requirements must file a BOIR with FinCEN in accordance with the following deadlines:
- Reporting companies registered to do business in the U.S. before March 26, 2025, the date of publication of the interim final rule, must file a BOIR no later than April 25, 2025.
- Reporting companies registered to do business in the U.S. on or after March 26, 2025, have thirty (30) calendar days from the date they receive notice that their registration is effective to file an initial BOIR.
As a reminder, any foreign entities that fall under the new “reporting company” definition must also update their BOIR within thirty (30) days of any change in the reported information.
FinCEN is accepting comments on its interim final rule until May 27, 2025.
If you need guidance concerning compliance with the CTA or wish to submit comments, PilieroMazza attorneys are here to assist you. Please contact Meghan Leemon, Abby Baker, Cole Fox, or another member of the Firm’s Government Contracts or Business & Transactions practice groups.
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If you’re seeking practical insights to gain a competitive edge by understanding the government’s compliance requirements, tune into PilieroMazza’s podcasts: GovCon Live!, Clocking in with PilieroMazza, and Ex Rel. Radio.
[1] For purposes of the interim final rule, FinCEN has defined a U.S. “State” as “any State of the United States, the District of Columbia, the Commonwealth of Puerto Rico, the Commonwealth of the Northern Mariana Islands, American Samoa, Guam, the United States Virgin Islands, and any other commonwealth, territory, or possession of the United States.”
