On March 21, 2025, the Financial Crimes Enforcement Network (FinCEN) issued “an interim final rule that removes the requirement for U.S. companies and U.S. persons to report beneficial ownership information (BOI) to FinCEN under the Corporate Transparency Act.”

To effect this change, FinCEN revised the definition of a reporting company in the interim final rule to be any entity that is “(A) A corporation, limited liability company, or other entity; (B) Formed under the law of a foreign country; and (C) Registered to do business in any State or tribal jurisdiction by the filing of a document with a secretary of state or any similar office under the law of that State or Indian tribe.”

Further, FinCEN provided that United States persons who are beneficial owners of reporting companies are not required to report their beneficial ownership information under the Corporate Transparency Act.

This interim final rule will be effective as of the date of publication in the Federal Register. However, public comments are being accepted within 60 days of the interim final rule’s publication. FinCEN acknowledged that the “Secretary [of the U.S. Treasury] and FinCEN intend to review the public comments, assess the exemptions, as appropriate, in light of those comments, and issue a final rule this year.” Thus, the interim final rule may change before the end of the year.

FinCEN’s full notice dated March 21, 2025 with more information regarding the new reporting requirements for the Corporate Transparency Act can be accessed at the following link: FinCEN March 21, 2025 Notice. The interim final rule can be accessed at the following link: FinCEN Interim Final Rule.