On March 21, 2025, the Financial Crimes Enforcement Network (FinCEN) issued an interim final rule that significantly alters the reporting requirements under the Corporate Transparency Act (CTA). This rule exempts U.S.-based entities, previously classified as “domestic reporting companies,” from the obligation to report beneficial ownership information (BOI) to FinCEN. Consequently, these domestic entities are no longer required to submit, update, or correct BOI reports. The focus now shifts to “foreign reporting companies,” defined as entities formed under foreign laws but registered to do business in the United States. These foreign entities are still required to report BOI, but the rule extends their filing deadline by 30 days from the rule’s publication date— to April 20, providing additional time for compliance. Notably, foreign reporting companies are exempted from reporting BOI of any U.S. persons who are beneficial owners, and U.S. persons are not required to provide such information to these foreign entities.
This interim rule comes after a period of legal uncertainty surrounding the CTA’s implementation. Previously, court orders had halted BOI reporting requirements between December 3, 2024, and February 18, 2025. With the issuance of this rule, FinCEN has clarified the current obligations, emphasizing that domestic entities are exempt from reporting, while foreign entities must comply within the specified timeframe. FinCEN is accepting public comments on this interim rule and intends to issue a final rule later this year. Entities affected by these changes should review the interim rule in detail and consider submitting comments to FinCEN during the open period.
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