Pearl Cohen U.S. Corporate and Securities Group
Following months of uncertainty, the U.S. Department of the Treasury — through its bureau, the Financial Crimes Enforcement Network (FinCEN) — has formally suspended the beneficial ownership information (BOI) reporting requirements under the Corporate Transparency Act (CTA) for U.S. companies and U.S. persons.
On March 21, 2025, FinCEN issued an interim final rule consistent with Treasury’s March 2, 2025 announcement. In summary:
- Entities formed in the U.S. (“domestic reporting companies”) are no longer required to report BOI to FinCEN.
- Companies are no longer required to report BOI for individuals who are U.S. persons, in connection with any entity, domestic or foreign.
- Only certain foreign entities — those formed under foreign law and registered to do business in the U.S. — remain subject to BOI reporting requirements.
FinCEN has updated the definition of “reporting company” in its regulations to include only foreign entities that register to do business in the U.S. via a secretary of state or similar office. Entities previously defined as domestic reporting companies are now expressly excluded from the rule’s scope. These domestic entities are also relieved of any obligations to update or correct previously filed BOI reports.
For foreign entities that fall under the new definition of “reporting company,” the rule establishes updated deadlines:
- Foreign entities already registered to do business in the U.S. must file BOI reports by April 20, 2025.
- Foreign entities registered on or after March 21, 2025, must file their initial BOI reports within 30 calendar days of their registration becoming effective.
FinCEN also confirmed that foreign reporting companies do not need to report any U.S. persons as beneficial owners, and U.S. persons are not required to provide such information.
FinCEN is accepting public comments on the interim final rule and anticipates issuing a final rule later this year.
For guidance on what this means for your business, please contact:
Oded Kadosh – okadosh@pearlcohen.com
Guy Milhalter – gmilhalter@pearlcohen.com
Austin Ochoa – aochoa@pearlcohen.com
