FinCEN Issues Interim Final Rules, Exempting U.S. Companies and their Beneficial Owners from Submitting Beneficial Ownership Information

On March 21, 2025, the Financial Crimes Enforcement Network (“FinCEN”) issued notice of an interim final rule (the “March 21 Rule”), significantly limiting the beneficial ownership information (“BOI”) reporting requirements of the Corporate Transparency Act (the “CTA”) and extending the CTA’s BOI reporting deadline by 30 days. The March 21 Rule remains subject to review and public comment for 60 days.  FinCEN expects the rule to be finalized by year end.

Key Highlights of the New Rule:

1. Domestic Entities are Exempt

The new rule revises the definition of a “reporting company” to include only entities formed under the laws of a foreign country which have registered to do business in any U.S. State or Tribal jurisdiction by the filing of a document with the secretary of state or similar office. As a result, “domestic reporting companies,” as previously defined, and their beneficial owners, are exempt from the reporting requirement, and are also not required to update or correct previously filed BOI reports. 

2. Foreign Entities Remain Subject to the Reporting, with Certain Exceptions

By contrast, foreign companies that have registered to do business in the United States generally will continue to be subject to BOI reporting and will need to file a BOI report with FinCEN. An exemption from reporting applies, however, to foreign companies, and their beneficial owners, if the beneficial owners of the foreign company are U.S. persons. For this purpose, “U.S. persons” is defined by FinCEN as United States citizens. Accordingly, BOI reporting applies only to foreign companies and their beneficial owners who are not U.S. persons (such companies, the “foreign reporting companies”).

3. Filing Deadlines Extended

The deadlines for the filing of BOI reports by foreign reporting companies have changed, and are now as follows:

• Reporting companies registered to do business in the United States prior to publication of the March 21 Rule must file BOI reports within 30 days of the publication of the March 21 Rule in the Federal Register.
• Reporting companies that register to do business in the United States on or after March 21, 2025 must file an initial BOI report within 30 calendar days after receiving notice that their registration is effective.

Subject to further developments, the March 21 Rule eliminates BOI reporting requirements for most entities that previously qualified as in-scope reporting companies, and significantly narrows the scope of information that will need to be reported for foreign reporting companies. We will continue to monitor this matter and keep you informed of any further updates. Please also note this is a general overview of developments in the law and does not constitute legal advice. Nothing herein creates an attorney-client relationship between the sender and the recipient. If you have any questions, contact Ilana T. Pearl at (212) 701-4011 or via email at IPearl@cullenllp.com, or Gabriella Greenhoward at (212) 510-2204 or via email at GGreenhoward@cullenllp.com