On March 21, 2025, the Financial Crimes Enforcement Network (“FinCEN”) announced its interim final rule regarding the Corporate Transparency Act’s (“CTA”) beneficial ownership information (“BOI”) filing requirements.
Through this interim final rule, all entities formed in the U.S. and their beneficial owners, regardless of whether those beneficial owners are U.S. persons, are exempt from the BOI filing requirement, including the requirement to make updates and corrections to previously filed BOI reports.
Additionally, entities that are formed under the law of a foreign country and that 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 must report their BOI to FinCEN by one of the following deadlines, whichever is applicable:
- if the foreign entity was registered to do business in the U.S. before March 21, 2025, it must file its BOI no later than April 20, 2025; or
- if the foreign entity was registered to do business in the U.S. on or after March 21, 2025, it must file its BOI no later than 30 calendar days after receiving notice that its registration is effective.
Such foreign entities must also file updated BOI reports within 30 calendar days of any change to previously reported BOI.
Foreign entities are not required to report any U.S. person as beneficial owners, and U.S. persons are not required to report any BOI with respect to any such foreign entity for which they are a beneficial owner. FinCEN defines “U.S. person” as U.S. citizens and lawful U.S. permanent residents.
FinCEN is accepting comments on this interim final rule and intends to issue a final rule sometime this year.
You can read FinCEN’s alert and press release at the provided links. Our Business & Corporate Law team will continue to monitor and provide updates on the Corporate Transparency Act. Please reach out to your attorney at Best & Flanagan with any questions about the CTA, or if there is any other assistance we can provide.