FinCEN Rolls Back Corporate Transparency Act’s Reporting Requirements for U.S. Companies and U.S. Citizens
On March 21, 2025, the Financial Crimes Enforcement Network (FinCEN) issued an Interim Final Rule that significantly reduces the Corporate Transparency Act’s (CTA) beneficial ownership reporting obligations. Under this new rule, only foreign entities registered to do business in the U.S. and its foreign beneficial owners must submit beneficial ownership information (BOI) reports.
Key Takeaways from FinCEN’s Interim Rule:
U.S. companies and U.S. persons are no longer required to provide BOI reports to FinCEN.
Only foreign entities registered to do business in the U.S. must file BOI reports, unless exempt.
Foreign entities are required to report only the BOI of non-U.S. beneficial owners.
Foreign entities must submit BOI reports within 30 days of their U.S. business registration becoming effective. Entities registered before the Interim Rule’s publication have 30 days from that date to file.
Foreign entities with solely U.S. beneficial owners are exempt from BOI reporting.
What This Means for You:
U.S. entities can immediately cease all BOI reporting, including any updates or corrections to previously filed reports.
FinCEN has confirmed that no penalties or fines will be imposed on U.S. persons or domestic entities for failing to comply with previous CTA requirements.
Foreign entities required to report may want to consider delaying BOI filings until the rule is formally published in the Federal Register.
What’s Next for the CTA?
Entities with foreign beneficial owners should continue monitoring regulatory developments. FinCEN is accepting comments on the Interim Rule for 60 days, with a final rule anticipated later this year. Although the rule takes effect upon publication in the Federal Register, FinCEN has already begun applying these exemptions as of March 21, 2025.
Impact on Ongoing Litigation:
This Interim Rule represents a major shift in the CTA’s reporting framework and significantly reduces compliance burdens for most businesses and individuals. However, its impact on ongoing legal challenges to the CTA remains uncertain.
At Tripp Scott, P.A., we are closely tracking these changes and will provide timely updates. If you have any questions about your compliance obligations under the CTA, please contact your Tripp Scott, P.A. attorney or corporatefilings@trippscott.com
