By Linda R. Brower, Senior Counsel, Commercial Transactions

What Happened

The Financial Crimes Enforcement Network (FinCEN) issued an interim final rule on March 21, 2025 making sweeping changes to the definition of a “reporting company” by removing the requirement to report all entities created in the U.S. and their beneficial owner information (BOI) under the Corporate Transparency Act (the “Act”). U.S. companies and U.S. persons are now exempt from reporting BOI to FinCEN (as well as updating and correcting previously-filed BOI Reports).

Entities formed under the law of a foreign country and 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”) must still report the BOI of individuals who are citizens of foreign countries to FinCEN but are not required to report any U.S. person as a beneficial owner. Foreign reporting companies that only have beneficial owners that are U.S. persons will be exempt from reporting any beneficial owner. The flip-side is also true: U.S. persons are not required to report BOI for any foreign entity for which they are a beneficial owner.

The following requirements apply to foreign entities that must report:

• Reporting companies registered to do business in the U.S. before the March 21, 2025 (the interim final rule’s date of publication) must file BOI Reports no later than 30 days from that date;
• Reporting companies registered to do business in the U.S. on or after March 21, 2025, have 30 calendar days to file an initial BOI Report (measured from the effective date of entity registration).

What’s Next

The interim final rule has been deemed “effective” as of March 21, 2025 but FinCEN will be accepting comments for 60 days, until May 20, 2025. Moreover, FinCEN said that it will further assess whether the current exemptions are appropriate in light of those comments. FinCEN also posted that it intends to issue a final rule “this year.”

BMK will continue to monitor and report on FinCEN’s announcements and all further developments under the Act as they occur.
This communication is not a full analysis of the matters presented and should not be relied upon as legal advice and could be considered attorney advertising.

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