In the latest turn of events in the ever-evolving reporting rule saga under the Corporate Transparency Act (“CTA), on March 21, 2025, FinCEN issued an Interim Final Rule (“IFR”) and accompanying press release, aligning with the U.S. Department of Treasury’s recent announcement that it will not enforce the CTA against domestic reporting companies and that it plans to narrow the reporting requirements to foreign reporting companies.

The Department of Treasury’s March 2, 2025 press release announced that it will not enforce the CTA against U.S. citizens, domestic reporting companies, or their beneficial owners under both the current reporting rules and the forthcoming proposed amendments. Additionally, the Treasury stated its intention to narrow the scope of the CTA so that the reporting requirements apply only to foreign reporting companies. The Financial Crimes Enforcement Network (“FinCEN”), which is responsible for enforcing the CTA, initially remained silent.

However, in alignment with the Treasury’s directive, FinCEN announced on Friday that it will remove the beneficial ownership information (“BOI”) reporting requirements for U.S. companies and U.S. persons. Under the IFR, which will be codified at 31 CFR § 1010.380, only entities previously defined as “foreign reporting companies” will be required to report beneficial ownership and control information. As a result, the definition of “reporting company” is now redefined and limited to entities that are formed under the laws of a foreign country and that have registered to do business in any U.S. state or Tribal jurisdiction by filing a document with a secretary of state or similar office.

Under this revised definition, reporting companies (previously defined as foreign reporting companies) that are already registered to do business in the U.S. must file their BOI report within 30 days of the IFR’s publication, which published today March 26, 2025. Foreign reporting companies formed on or after that date will have 30 days from the effective date of their registration to file an initial BOI report. However, these entities are exempt from disclosing the BOI of any U.S. person who is a beneficial owner. U.S. persons are not required to provide BOI to any reporting company in which they hold a beneficial ownership interest.

What this Means for Businesses:

• Domestic businesses: Domestic reporting companies, and their beneficial owners, are no longer required to file initial BOI reports, or to update or correct previously filed BOI reports. No further action is required at this time, unless there are changes to the IFR in the final rule expected to be issued later this year.
• Foreign reporting companies: While the IFR exempts reporting companies from the requirement to provide the BOI of any U.S. persons who are beneficial owners of the reporting company, foreign entities that meet the new definition of a reporting company should collect the necessary information for their BOI reports and prepare to file by April 25, 2025 (or 30 days after their registration to do business in the U.S., whichever comes later).
• Ongoing Uncertainty: The CTA remains the subject of various legal challenges in the Courts and Congress. Companies should continue to monitor for further developments, including the outcome of the public comment period and final rule later this year.

FinCEN is currently accepting public comments on the IFR for 60 days.

If you have any questions about how these changes may impact your business, please feel free to contact the Bailey Glasser CTA team at CTA@baileyglasser.com.

Lorren Patterson – lpatterson@baileyglasser.com

Paul-Kalvin Collins – pcollins@baileyglasser.com

Japera Parker – jparker@baileyglasser.com

Read our previous CTA Client Alerts here:

March 13, 2025: Treasury Suspends CTA Enforcement for U.S. Citizens & Domestic Companies

March 4, 2025: CTA Whiplash: FinCEN Pumps the Brakes on Enforcement—What’s Next?

February 21, 2025: CTA Springs Back into Action - New BOI Report Filing Deadline Set for March 21, 2025

February 11, 2024: The Roller Coaster Ride Continues: CTA Reporting Obligations Still on Hold Despite Supreme Court Ruling

December 5, 2024: Client Alert: Holiday Surprise: Nationwide Injunction Halts Corporate Transparency Act Enforcement

December 10, 2024: UPDATE: FinCEN Responds to Nationwide Preliminary Injunction of CTA Enforcement