Key takeaways
- Narrowed BOI reporting scope: Interim final rule limits CTA reporting obligations solely to foreign reporting companies and foreign beneficial owners
- Immediate implementation with review period: Rule is effective immediately, with 60-day public comment period ending May 27, 2025, though changes based on public input remain uncertain
As previewed in an announcement by the U.S. Department of the Treasury on March 2, 2025, the Financial Crimes Enforcement Network (FinCEN), the body tasked with enforcing the Corporate Transparency Act (CTA), issued an interim final rule that narrows the scope of the CTA reporting obligations solely to foreign reporting companies, eliminating any requirement under the CTA that entities formed in the United States file beneficial ownership information (BOI) reports with FinCEN. Accordingly, under this interim final rule, only companies that are formed in a non-U.S. jurisdiction that register to do business as a foreign entity in a U.S. jurisdiction shall be required to file BOI reports. The rule further provides that foreign reporting companies are not required to report BOI for any U.S. persons included among their beneficial owners. Lastly, the interim final rule establishes a deadline of 30 days from publication, or April 25, 2025, for existing foreign reporting companies to file BOI reports. Consistent with the exemption that limits BOI reporting to non-U.S. beneficial owners of foreign reporting companies, entities that are foreign pooled investment vehicles are not required to report BOI of U.S. persons who exercise substantial control over the investment vehicle. Due to these changes, most companies required to file BOI reports under the prior BOI reporting rule are now exempt, and foreign-controlled entities that are formed in the U.S. as domestic reporting companies will not have BOI reporting obligations.