As suggested by our recent trail of client alerts, the Corporate Transparency Act (“CTA”) has been the center of controversy, with back and forth rule making and litigation focusing on the Act’s beneficial ownership information (“BOI”) reporting requirements. Please see our client alert from November 5, 2024 for basic information about the CTA filing requirements and the penalties for failing to comply. Our most recent update from March 11, 2025, covered the U.S. Treasury Department’s announcement declaring that they would not enforce any penalties or fines associated with the BOI reporting rule against U.S. citizens, domestic reporting companies, or their beneficial owners. The Financial Crimes Enforcement Network (“FinCEN”) has now confirmed the prior statement and issued new deadlines for foreign reporting companies under the Act.

On March 21, 2025, FinCEN issued an interim final rule that removes the BOI reporting requirement for U.S. companies and persons under the CTA. FinCEN has revised the definition of “reporting company” to include only those entities that are formed under the law of a foreign country and have registered to do business in any U.S. State or Tribal jurisdiction by the filing of a document with a secretary of state or similar office (formerly known as “foreign reporting companies”). The interim final rule also specifically exempts entities created in the U.S., previously known as “domestic reporting companies,” from the BOI reporting requirements.

Foreign reporting companies, that do not otherwise qualify for an exemption under the Act, are required to submit a BOI report by the applicable deadline listed below. However, foreign companies are not 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 foreign entity that they are a beneficial owner of. The following deadlines apply to foreign reporting companies moving forward:

  • Foreign entities that registered to do business in the U.S. before March 26, 2025, must file no later than April 25, 2025.
  • Foreign entities that register to do business in the U.S. on or after March 26, 2025, will have 30 calendar days to file after receiving notice that their registration is effective.

Conclusions

As of now, U.S. companies, persons, and beneficial owners no longer have to comply with the BOI reporting requirements of the CTA. However, regardless of whether your company was formed in or outside of the U.S., we recommend that you to stay up to date on these rapidly changing requirements and be prepared to file this information if the enforcement policies change again.

If your company was created in a foreign country and registered to do business in the U.S, you now have until April 25, 2025, or 30 days after receiving notice of registration, whichever is later, to file your initial BOI report or correct a previously filed report. This requirement excludes BOI of any U.S. persons who are beneficial owners of the foreign entity.

Please continue to carefully monitor these developments and keep an eye out for any further action or notice issued by FinCEN or the U.S. Treasury Department.

This alert does not constitute legal advice but does provide a brief update on the status of the CTA and its reporting requirements. If you have remaining questions or would like our help in navigating these developments, please reach out to your regular GTC contact.