The United States Department of the Treasury Financial Crimes Enforcement Network (“FinCEN”), released an interim final rule clarifying that domestic U.S. entities are now classified as exempt reporting companies. However, foreign reporting companies are still required to file Beneficial Owner Information Reports.

 

Over the past several months, federal litigation over the constitutionality of the Corporate Transparency Act (the “CTA) has left many business owners frustrated and confused over their obligations to report. The CTA, which went into effect on January 1, 2024, requires “reporting companies” to submit a Beneficial Owner Information Report (“BOI”) detailing a company’s beneficial ownership information to FinCEN. While the CTA was originally created in an effort to crack down on money laundering it has attracted national notoriety due to the stiff penalties it imposes for failure to comply, including prison time and fines up to $10,000.00.

 

After months of back and forth, an interim final rule was announced on March 21, 2025. According to FinCEN there will be an additional period for public comment on the new rule and the rule will potentially be finalized in 2025. For now, the interim final rule states that domestic U.S. entities are no longer required to file Beneficial Owner Information Reports and will henceforth be treated as exempt under the CTA.

 

Foreign reporting companies, or entities formed under the law of a foreign nation, are still required to file Beneficial Owner Information Reports. However, beneficial owner information for U.S. persons associated with these foreign entities should not be reported. Below are the new deadlines for foreign reporting companies.

 

Foreign Entities formed prior to March 21, 2025 – April 20, 2025

Foreign Entities formed after March 21, 2025 – 30 days following the effective date of formation

 

Black McCuskey is monitoring ongoing litigation and other developments regarding the CTA. If you wish to discuss the CTA further and how it applies to your business, please contact one of our experienced corporate attorneys at with any questions.

 

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