The United States Department of the Treasury issued a ruling this past Friday, narrowing the existing beneficial ownership information (BOI) reporting requirements under the Corporate Transparency Act (CTA).
The Treasury’s Financial Crimes Enforcement Network’s (FinCEN) interim final rule (IFR) states that only foreign reporting companies must report BOI. Companies defined as domestic reporting companies are exempt. This aligns with the White House’s policy of reducing regulatory burdens on domestic companies.
Under FinCEN’s original disclosure requirements, which were enacted in 2021 but took effect on Jan. 1, 2024, companies were required to disclose their owners’ names, addresses and other information. The requirements sought to prevent companies from remaining anonymous to conceal money laundering that helps fund illegal activities, such as terrorism and drug trafficking.
Soon after the CTA took effect, legal challenges and cost concerns enveloped the rollout. This led to a confusing period of court injunctions halting enforcement, which the Supreme Court lifted in early 2025.
FinCEN’s New Rule
FinCEN revised its definition of a reporting company to read “entities that are formed under the law of a foreign country and that have registered to do business in any U.S. state or tribal jurisdiction by the filing of a document with a secretary of state or similar office (formerly known as ‘foreign reporting companies’).”
Foreign entities that meet the new definition of a reporting company and do not qualify for an exemption from the reporting requirements must report their BOI to FinCEN under the new deadlines listed below. These foreign entities will not be required to report any U.S. persons as beneficial owners, and employed U.S. persons will not be required to report BOI.
Deadlines
According to the Treasury Department, the following deadlines apply for foreign entities that are reporting companies:
- Reporting companies registered to do business in the U.S. before the IFR publication date must file BOI reports no later than 30 days from that date.
- Reporting companies registered to do business in the U.S. on or after the date of publication of the IFR have 30 calendar days from receiving notice that their registration is effective to file an initial BOI report.
FinCEN notes that it is still “accepting comments on this interim final rule and intends to finalize the rule this year.”