U.S. Companies and U.S. Persons No Longer Required to Report Under Corporate Transparency Act

On March 21, 2025, the Financial Crimes Enforcement Network (“FinCEN”) issued an Interim Final Rule which serves as an update to reporting requirements under the Corporate Transparency Act (“CTA”). The update revised the definition of “reporting company” to only include entities formed under the laws of a foreign country AND that are registered to do business in the United States. Additionally, U.S. persons that beneficially own foreign entities do not need to report under the CTA. This update removed U.S. entities from the definition of “reporting companies,” removing any obligation of U.S. entities to file beneficial ownership reports under the CTA.

Reporting companies (as updated) registered to do business in the United States prior to the issuance of the Interim Final Rule must file beneficial ownership reports no later than 30 days from March 21, 2025. Reporting companies formed after the issuance of the Interim Final Rule have 30 calendar days from the date their registration is effective.

FinCEN is soliciting comments on the rule and intends to finalize it this year.

For now, U.S. entities are off the hook for beneficial ownership reporting, but until the Interim Final Rule is finalized, former reporting companies should stay apprised of updates as they come.

To view the official notice from FinCEN and stay up to date with CTA developments visit www.fincen.gov/boi.