On March 21, 2025, FinCEN announced the release of a new interim final rule that removes the beneficial ownership reporting requirements for companies formed in the U.S. and U.S. persons under the CTA. On March 26, 2025, the new interim final rule was published in the Federal Register and FinCEN published a Q&A offering additional guidance relating to beneficial ownership information reporting under the IFR.[1]
The new interim final rule limits CTA reporting requirements to companies that (a) are formed under the law of a foreign country and (b) have registered to do business in any U.S. State by the filing of a document with the secretary of state or similar office. The new interim final rule also exempts entities formerly known as “domestic reporting companies” from beneficial ownership information reporting requirements. In other words, companies formed in the U.S. that were previously subject to the purview of the CTA no longer fall within the CTA’s scope – meaning such entities will not need to make any CTA filings.
For entities that meet the new definition of a “reporting company,” generally meaning they are a foreign entity registered to do business in the U.S., those that were registered to do business before March 21, 2025 have 30 calendar days from that date to make their CTA filings; those that are registered on or after March 21, 2025 must make their CTA filings within 30 calendar days of receiving notice of U.S. registration.
Notably, FinCEN has yet to clarify whether (1) it will unwind previously submitted CTA filings, or (2) the information contained in those filings will be retained or destroyed. FinCEN is accepting comments on the new interim final rule until May 27, 2025, and intends to finalize the new interim final rule later this year. More information will likely be available as the new interim final rule is finalized.
For more information on the CTA, please refer to our earlier publications (Corporate Transparency Act Update: U.S. Department of Treasury Suspends Enforcement of the CTA Against U.S. Citizens and Domestic Reporting Companies, Corporate Transparency Act Update: The CTA Reporting Requirements Are Back Once Again, New Corporate Transparency Act Update: Supreme Court of the United States Stays the Preliminary Injunction Blocking Enforcement of the CTA, Fifth Circuit Court Vacates its Stay to the Preliminary Injunction Blocking Enforcement of the CTA, Corporate Transparency Act Update: Fifth Circuit Court Stays Preliminary Injunction Blocking Enforcement of the CTA; FinCEN Issues Updated Guidance, Preliminary Injunction Temporarily Blocks Enforcement of the Corporate Transparency Act, July and September 2024 Update, A Series of the Latest Updates for Reporting Companies, and The Corporate Transparency Act: A New Federal Disclosure Requirement for Certain Entities) or FinCEN’s small business resource webpage for beneficial ownership information (available here). If you would like assistance with and/or have questions regarding CTA compliance or filings, please contact Aaron Kacer or Steve Lawrence.
[1] Interim Final Rule: Questions and Answers, available at: https://www.fincen.gov/boi/ifr-qa
