On March 21, 2025, the Financial Crimes Enforcement Network (“FinCEN) released an interim final rule that removes the requirement for U.S. domestic companies and persons to report beneficial ownership information (“BOI”) to FinCEN under the Corporate Transparency Act (“CTA”).
Under the interim final rule, FinCEN revised the definition of a “reporting company” to include only entities formed under the law of a foreign country and registered to do business in any U.S. State or Tribal jurisdiction by filing a document with the secretary of state or a similar office. This revised definition exempts entities previously considered “domestic reporting companies” from the requirement to report BOI.
While entities formed in the U.S. and their beneficial owners are now exempt from the CTA’s reporting requirements, foreign entities meeting the definition of a “reporting company” and that do not meet an applicable exemption must still report BOI to FinCEN under the following deadlines:
- For reporting companies registered to do business in the U.S. before the publication of the interim final rule: BOI reports must be filed no later than 30 days from the publication date.
- For reporting companies registered to do business in the U.S. on or after the publication of the interim final rule: BOI reports must be filed within 30 calendar days after receiving notice that their registration is effective.
Importantly, under the interim final rule, reporting companies are not required to report any U.S. persons as beneficial owners, and U.S. persons are not required to report BOI for any reporting companies where they are considered a beneficial owner. Additionally, the issuance of the interim final rule likely means that U.S. companies with foreign subsidiaries would not be required to report BOI information on the foreign subsidiaries.
Next Steps
Entities that fall under the revised definition of a “reporting company” should consider seeking professional guidance to ensure compliance with the CTA under the interim final rule. Furthermore, we recommend that U.S. companies with foreign subsidiaries consult with counsel to determine whether the foreign subsidiaries need to report BOI to FinCEN. Given the substantial penalties for non-compliance, affected entities should begin collecting the necessary information for reporting as soon as possible.
Hall Render will continue to monitor and provide updates regarding the CTA. All prior Hall Render articles related to the CTA can be accessed here.
If you have any questions or need further information, please contact:
- John Bowen at jbowen@hallrender.com or (317) 429-3629;
- Eric Speer at espeer@hallrender.com or (317) 741-0661;
- Connor Wallace at crwallace@hallrender.com or (317) 429-3680;
- James Kiai at jkiai@hallrender.com or (317) 429-3633; or
- Your primary Hall Render contact.
Hall Render blog posts and articles are intended for informational purposes only. For ethical reasons, Hall Render attorneys cannot—outside of an attorney-client relationship—answer specific questions that would be legal advice.
