Following up on the U.S. Department of the Treasury’s announcement on March 2, 2025, the Financial Crimes Enforcement Network ("FinCEN") has published an interim final rule that removes the requirement for U.S. companies and U.S. persons to comply with the Corporate Transparency Act ("CTA") by reporting beneficial ownership information ("BOI") to FinCEN.
According to the interim final rule, a “reporting company” under the CTA now means only those entities that are formed under the laws of a foreign country and that have registered to do business in any U.S. state or tribal jurisdiction. Accordingly, all entities created in the United States and their beneficial owners are exempt from reporting BOI. In addition, 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 foreign entity of which they are a beneficial owner.
In our last Alert, we questioned whether the CTA would still apply to domestic subsidiaries of foreign entities, or other domestic companies with foreign ownership. According to the interim final rule, this is not the case.
Reporting companies registered to do business in the United States before March 26, 2025 (the date of publication of the interim final rule), must file BOI reports no later than April 25, 2025. Reporting companies registered to do business in the United States on or after March 26, 2025, have 30 calendar days to file an initial BOI report after receiving notice that their registration is effective.
Anyone with questions should feel free to reach out to Jason Navarino, Hannah Greendyk, or any member of the Riker Danzig Corporate Group.
