For those who have closely followed the many twists and turns surrounding the Corporate Transparency Act over the past year, it may come as no surprise that there is yet another change to its reporting requirements — regardless of whether this latest change lasts. On March 21, 2025, FinCEN issued an interim final rule removing the requirement for U.S. companies and U.S. persons to file their BOI reports with FinCEN pursuant to the CTA.
Consequently, only foreign entities that meet the definition of a “reporting company” under the CTA and do not otherwise qualify for an exemption from its reporting requirements will be required to file BOI reports with FinCEN. The deadline for foreign reporting companies to file their BOI reports with FinCEN is the later of April 25, 2025, or 30 days after the effective date of their registration to do business in the United States. Foreign reporting companies are not required to report the applicable owner information for any of their beneficial owners who are U.S. persons.
For the purpose of the interim final rule, the term “U.S. company” includes all entities that were created in the United States, including those that were previously considered “domestic reporting companies” under the CTA. “U.S. persons” includes United States citizens and people who have been lawfully admitted for permanent residence in the United States. As such, almost all of our clients will now be exempt from the BOI reporting requirements under the CTA.
We expect that FinCEN’s interim final rule may be challenged in court. There is also legislation pending in Congress that would amend or repeal the CTA, which is the basis for FinCEN’s authority to issue the interim final rule. Additional legislation may be introduced in response to the interim final rule. It is also possible the final rule that will be issued by FinCEN, following a public comment period, will reimpose the BOI reporting requirements for U.S. companies and U.S. persons. For these reasons, U.S. business owners should stay abreast of future developments regarding the CTA in case its status changes once again. For more information, please contact Mark W. Klein (mklein@brodywilk.com) or another BW attorney.
