New Interim Final Rule Exempts U.S. Companies and U.S. Persons from Corporate Transparency Act Reporting Obligations

On March 21, 2025, the Financial Crimes Enforcement Network (“FinCEN”) issued an interim final rule (the “Interim Rule”) narrowing the scope of the Corporate Transparency Act (“CTA”) to only foreign reporting companies (as defined under the previous CTA rules). A “reporting company” under the Interim Rule is defined as a corporation, limited liability company, or other entity that is formed under the law of a foreign country and that is registered to do business in a U.S. state or tribal jurisdiction. A "domestic entity"—an entity that is a corporation, limited liability company, or other entity that is formed by the filing of a document with a U.S. state's secretary of state office or similar tribal office—is now exempt from CTA compliance under the Interim Rule.

The Interim Rule exempts U.S. entities and U.S. persons from reporting obligations under the CTA. U.S. entities and their beneficial owners will not be required to file initial, updated, or corrected beneficial ownership information reports (“BOI Reports”) with FinCEN.

Reporting companies will be required to file an initial, updated, or corrected BOI Report no later than 30 days after publication of the Interim Rule in the Federal Register (April 25, 2025) or 30 days after their registration to do business in the U.S., whichever comes later. Reporting companies that only have beneficial owners that are U.S. persons will be exempt from the requirement to report any beneficial owners. 

FinCEN intends to issue a final rule later this year.

Hodgson Russ will continue monitoring CTA developments.[1]

[1] For more information, please see our previous client alerts, “Reporting Requirements Under the Corporate Transparency Act: How Does it Affect My Company?,” “Corporate Transparency Act: FinCEN Updates and Guidance Ahead of January 1, 2024 Effective Date,” “Corporate Transparency Act Enforcement Enjoined by Preliminary Injunction,” “Corporate Transparency Act Enforcement Injunction Lifted by Fifth Circuit; Reporting Deadline Extended to January 13, 2025,” “Corporate Transparency Act Enforcement Injunction Reinstated by Fifth Circuit" "CTA Enforcement Injunction Lifted; Reporting Deadline Extended to March 21, 2025, for Reporting Companies," and "Treasury Department to Suspend CTA Enforcement for U.S. Individuals, U.S. Reporting Companies, and Beneficial Owners of U.S. Reporting Companies."

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